Securities Exchange Act, Disclosure Requirements, Proxy Statements

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

Husch Blackwell LLP on 3/7/2025

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

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

DLA Piper on 3/5/2025

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L).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

SEC Enforcement charges Express for failure to disclose CEO perks

Cooley LLP on 12/19/2024

The SEC has announced settled charges against Express, Inc., a multi-brand American fashion retailer formerly listed on the NYSE, for failing to disclose over a three-year period almost $1 million in perks provided to its now...more

Director Independence: Beware of Who Your Friends Are

Baker Botts L.L.P. on 11/5/2024

The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more

Why Can’t We Be Friends?

BCLP on 10/8/2024

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

Goodwin on 5/21/2024

On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

BakerHostetler on 12/6/2023

For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on 1/25/2023

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Considerations for Company Insiders When Contemplating Pledging Shares

Orrick, Herrington & Sutcliffe LLP on 1/19/2023

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Reminders for the 2023 Annual Report and Proxy Season

Smith Anderson on 1/19/2023

As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Proxy Statement Rule Change Reminders for 2020

Bass, Berry & Sims PLC on 2/4/2020

With many year-end companies working on initial drafts of their 2020 proxy statements, we thought it might be worth sending a quick reminder of two recent rule changes – briefly summarized below – that will (modestly) impact...more

Review Smaller Reporting Company Status in Light of New “Smaller Reporting Company” Definition and Updated SEC Staff C&DIs

Akin Gump Strauss Hauer & Feld LLP on 2/22/2019

As public companies prepare to file their annual reports on Form 10-K for the year ended December 31, 2018, they should consider whether they qualify for smaller reporting company (“SRC”) status under the recently amended...more

Corporate Communicator - Winter 2018-2019

Snell & Wilmer on 12/26/2018

SEC Adopts Final Rules for Disclosure of Hedging Policies. On December 18, 2018, the SEC approved final rules regarding the disclosure of a company’s hedging practices or policies, as mandated by the Dodd-Frank Act. This...more

SEC Imposes $1.75 Million Penalty Against Issuer for Using Wrong Standard for Disclosing Executive Perquisites

Fenwick & West LLP on 7/16/2018

The U.S. Securities and Exchange Commission announced on July 2, 2018, that The Dow Chemical Company had agreed to a cease and desist order and to pay a $1.75 million penalty for failing to disclose certain expenses as...more

Preparation for 2017 Fiscal Year-End SEC Filings and 2018 Annual Shareholder Meetings

Mintz on 2/1/2018

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Impact of Compensation-Related Litigation on Public Companies

Skadden, Arps, Slate, Meagher & Flom LLP on 1/25/2018

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

SEC Staff Issues New C&DIs Regarding Non-GAAP Measures in Business Combination Context

Akin Gump Strauss Hauer & Feld LLP on 10/25/2017

On October 17, 2017, the Staff of the Securities and Exchange Commission (SEC) issued new Non-GAAP Financial Measures Compliance and Disclosure Interpretations (C&DI) that clarify when financial forecasts used in connection...more

SEC Approves Final Rules for Pay Ratio Disclosure

Holland & Knight LLP on 8/26/2015

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC Adopts Final Rules on CEO Pay Ratio Disclosure

Foley & Lardner LLP on 8/18/2015

On August 5, 2015, the Securities and Exchange Commission (SEC) finalized rules requiring publicly traded companies to disclose the ratio of median compensation of all employees to the compensation of the principal executive...more

SEC Adopts Final Rules Requiring Pay Ratio Disclosure

Akerman LLP on 8/18/2015

On August 5, 2015, the Securities and Exchange Commission adopted final rules mandating pay ratio disclosures pursuant to Section 953(b)(1) of the Dodd Frank Wall Street Reform and Consumer Protection Act. The rules add a new...more

SEC Adopts Final Pay Ratio Rule – A Comprehensive Summary

Stinson - Corporate & Securities Law Blog on 8/6/2015

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

SEC Proposes Clawback Rules

BakerHostetler on 7/31/2015

On July 1, 2015, the Securities and Exchange Commission (“SEC”) proposed long-awaited rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requiring the national securities exchanges to...more

SEC Proposes Hedging Policy Disclosure Rule

Goodwin on 2/26/2015

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

"SEC Proposes New Rules on Hedging Policy Disclosures"

Skadden, Arps, Slate, Meagher & Flom LLP on 2/16/2015

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

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