News & Analysis as of

Securities Exchange Act › Proxy Voting Guidelines

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 -
Latham & Watkins LLP

Form N-PX “Say on Pay” Disclosure Requirement for 13F Filers Will Become Effective July 1, 2024

Latham & Watkins LLP on

Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

Orrick, Herrington & Sutcliffe LLP on

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

WilmerHale

SEC Revisits Shareholder Proposal Rule

WilmerHale on

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

Faegre Drinker Biddle & Reath LLP

SEC Adopts Amendments to Proxy Solicitation Rules

Faegre Drinker Biddle & Reath LLP on

At an open meeting held on July 22, 2020, the Securities and Exchange Commission (SEC) adopted reforms to the proxy solicitation rules (Proxy Advice Amendment) that govern how proxy advisory firms (e.g., Glass, Lewis & Co....more

Troutman Pepper

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

Troutman Pepper on

On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on

The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

Morrison & Foerster LLP

Year In Review: 2019 Developments With The SEC’s Division Of Corporation Finance

Morrison & Foerster LLP on

During 2019, the Division of Corporation Finance (the “Division” or the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) addressed a number of regulatory issues affecting public companies and participants...more

Snell & Wilmer

Recent Developments and Other Considerations

Snell & Wilmer on

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

Smith Anderson

ISS and Glass Lewis Proxy Guidance 2020

Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

Vedder Price

SEC Proposes Amendments to Shareholder Proposal Rule

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which is the rule that governs the process through which shareholders may submit proposals to be...more

Proskauer Rose LLP

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 6: When Passive Hedge Funds Decide to Become...

Proskauer Rose LLP on

Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more

Jones Day

SEC Proposes Updates to Shareholder Proposal Rules and Proxy Voting Advice Regime

Jones Day on

The Situation: As part of the U.S. Securities and Exchange Commission's ("SEC") continued focus on reforming the proxy process, the SEC proposed new amendments to modernize the shareholder proposal rule, Rule 14a-8 of the...more

White & Case LLP

SEC Proposes Rule Amendments to Enhance Regulation of Proxy Advisers

White & Case LLP on

On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to the federal proxy rules that would enhance the SEC’s regulation of proxy advisory firms.1 The proposed amendments to Rules 14a-1,...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

Akin Gump Strauss Hauer & Feld LLP on

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

Alston & Bird

SEC Proposes Rule Amendments to Modernize Shareholder Proposals and Improve Accuracy and Transparency of Proxy Voting Advice

Alston & Bird on

Our Securities Group analyzes two sets of proposed rules from the Securities and Exchange Commission that would change proxy statements and proxy voting disclosures....more

Wilson Sonsini Goodrich & Rosati

SEC Proposes Amendments to Rules Relating to Proxy Voting Advice and Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on

At an open meeting on November 5, 2019, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to 1) the exemptions from “solicitation” relied upon by proxy advisory firms and 2) certain of the...more

Dorsey & Whitney LLP

SEC to Discuss Proxy Adviser Regulation and Resubmission Thresholds for Shareholder Proposals at November 5, 2019 Open Meeting

Dorsey & Whitney LLP on

Yesterday the SEC announced the agenda for its upcoming open meeting to be held on Tuesday, November 5 at 10:00 a.m. EST. All SEC open meetings are webcast and a hyperlink to the webcast will be posted to www.sec.gov shortly...more

Katten Muchin Rosenman LLP

SEC Warns Advisers to Up Their Game on Proxy Voting

Katten Muchin Rosenman LLP on

On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more

Bennett Jones LLP

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

Bennett Jones LLP on

The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

Perkins Coie

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

Perkins Coie on

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

WilmerHale

SEC Releases New Guidance Related to the Proxy Voting Process for Investment Advisers and Proxy Advisory Firms

WilmerHale on

Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

Dorsey & Whitney LLP on

In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

Mayer Brown Free Writings + Perspectives

SEC Guidance Issued on Proxy Matters

Mayer Brown Free Writings + Perspectives on

At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Skadden, Arps, Slate, Meagher & Flom LLP on

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

Akin Gump Strauss Hauer & Feld LLP

SEC Guidance on Proxy Voting for Investment Advisers and Proxy Advisory Firms

Akin Gump Strauss Hauer & Feld LLP on

In response to years of criticism concerning the influence of proxy advisory firms, such as ISS and Glass Lewis, over proxy voting of investment advisers, the Securities and Exchange Commission (SEC) has issued new guidance...more

27 Results
 / 
View per page
Page: of 2
Next »

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide