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Securities Exchange Act › Corporate Governance

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Fenwick & West LLP

SEC CDI Updates for March 2026

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On March 6, 2026, the SEC released updated Compliance and Disclosure Interpretations (CDIs) related to Rule 701, Rule 405, CIK codes, and smaller reporting company (SRC) status. Key takeaways are summarized below....more

Cozen O'Connor

Directors and Officers of Foreign Private Issuers Soon Subject to Section 16(a) Reporting [Alert]

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With the National Defense Authorization Act for 2026 (the NDAA) signed into law on December 18, 2025, directors and officers (also referred to as insiders) of Foreign Private Issuers (FPIs) with equity securities registered...more

Skadden, Arps, Slate, Meagher & Flom LLP

Foreign Private Issuers’ D&Os Will No Longer Be Exempt From Section 16(a) Insider Reporting Obligations

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On December 18, 2025, as part of the FY 2026 National Defense Authorization Act, the Holding Foreign Insiders Accountable Act (HFIAA) was signed into law....more

Latham & Watkins LLP

SEC Announces Changes to Rule 14a-8 Shareholder Proposal Process

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On November 17, the SEC’s Division of Corporation Finance announced a major shift in how the SEC Staff handles requests to exclude shareholder proposals. ...more

Womble Bond Dickinson

SEC Alters Shareholder Proposal Landscape

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On November 17, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a statement announcing a seismic change to its review of shareholder proposals for the...more

Ropes & Gray LLP

Shutdown Aftermath: SEC Staff to Consider Only Shareholder Proposal No-Action Requests Challenging Propriety of Proposals under...

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The Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) released a statement today indicating that it will not respond to no-action requests by companies seeking to exclude...more

Jones Day

Preparing for an Evolving Shareholder Proposal Landscape

Jones Day on

This White Paper examines how recent commentary from U.S. Securities and Exchange Commission Chairman Paul Atkins signals a greater role for state law in defining shareholders’ ability to place proposals on company proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

Glass Lewis To End Benchmark Proxy Voting Policy: What Companies Should Know

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Major proxy advisory firm Glass Lewis announced that it will stop offering its standard benchmark proxy voting guidelines in 2027, and transition clients to differentiated client frameworks. Glass Lewis’ change comes amid a...more

Latham & Watkins LLP

SEC Shutdown: 10 FAQs About Removing the Delaying Amendment

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It appears that the US Government shutdown is going to last for a bit. Market participants are accordingly asking what options are available to get pending deals across the finish line while the SEC is not able to declare...more

Parker Poe Adams & Bernstein LLP

Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny

Parker Poe Adams & Bernstein LLP on

The tariffs that President Donald Trump has imposed on foreign countries have raised myriad questions on how import restrictions and elevated costs resulting from the president’s tariff policies will impact business for U.S....more

Jackson Walker

New Texas Law Applicable to “Nationally Listed Corporations” Sets Forth Heightened Requirements for Shareholder Proposals

Jackson Walker on

Texas Senate Bill 1057, which became effective September 1, 2025, adds new Section 21.373 to the Texas Business Organizations Code (“TBOC”). This new Section of the TBOC creates a framework that governs when and how...more

Paul Hastings LLP

Regulating Proxy Advisors: Court Rules Advice Is Not a ‘Solicitation’ and Texas Enacts Its Own Law

Paul Hastings LLP on

On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under...more

Jones Day

It's Confirmed: 2020 Proxy Advisor Regulations Exceed the SEC's Authority

Jones Day on

On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more

A&O Shearman

Eastern District Of New York Dismisses Securities Class Action Against Exercise Equipment Company For Failure To Plead Falsity and...

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On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the...more

Fenwick & West LLP

SEC Expansion of Availability of Confidential Submissions of Registration Statements Could Help Life Sciences Companies Raise...

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In an attempt to facilitate capital raising, the SEC announced that it was expanding the ability of issuers to submit draft registration statements for confidential review by the staff. Historically, this procedure was mostly...more

WilmerHale

SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

A&O Shearman

Southern District Of New York Grants In Part And Denies In Part Motion To Dismiss Regarding SPAC Acquisition of Online Lottery...

A&O Shearman on

On February 25, 2025, Judge Jennifer L. Rochon of the United States District Court for the Southern District of New York granted in part and denied in part motions to dismiss amended complaints filed in a putative class...more

Husch Blackwell LLP

SEC Staff Issues New Guidance on Shareholder Proposals and Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more

DLA Piper

Shareholder Proposals – The Great Reset Again! (Part 2)

DLA Piper on

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more

Hogan Lovells

SEC staff revives former guidance on shareholder proposals raising social policy issues

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On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

Dorsey & Whitney LLP

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

Zelle LLP

AI Update: New Lawsuit Highlights the Risks Of AI-Related Disclosures

Zelle LLP on

A recent lawsuit filed in the US District Court for the Southern District of New York—Sarria v. Telus International (Cda) Inc. et al., No. 1:25-cv-00889 (S.D.N.Y. Jan 30, 2025)—involves two distinct risks associated with...more

Bass, Berry & Sims PLC

No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L

Bass, Berry & Sims PLC on

On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Cooley LLP

Corp fin posts two new CDIs on Schedules 13D and 13G

Cooley LLP on

Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more

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