News & Analysis as of May 19, 2025

Proxy Season

+ Follow

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 Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on 1/15/2025

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

Fifth Circuit Rejects Challenge to SEC Rule 14a-8 No-Action Letter

Fenwick & West LLP on 11/18/2024

Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more

New Disclosure Requirements for the 2023 Proxy Season

Dickinson Wright on 10/20/2022

Looking ahead to the upcoming 2023 proxy season, the U.S. Securities and Exchange Commission (“SEC”) has adopted new compensation disclosure obligations that will require significant thought, preparation, and lead time. These...more

Revisiting Corporate Bylaws for the Universal Proxy Era

Paul Hastings LLP on 8/15/2022

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect. The rules require proxy cards distributed by public companies and activist shareholders in a...more

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

A&O Shearman on 7/19/2022

On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on 11/16/2021

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

Excluding a Shareholder Proposal? Not So Fast…

BCLP on 11/15/2021

The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act. Specifically, the...more

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on 11/10/2021

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on 11/8/2021

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

SEC Adopts Amendments to Shareholder Proposal Rule

Kramer Levin Naftalis & Frankel LLP on 10/2/2020

On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more

SEC Modifies Shareholder Proposals Framework

Stinson - Corporate & Securities Law Blog on 9/25/2020

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on 2/13/2020

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

Considerations for the 2020 proxy season

Eversheds Sutherland (US) LLP on 1/14/2020

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

SEC Staff Issues Another Staff Legal Bulletin on Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on 10/25/2019

On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Dorsey & Whitney LLP on 9/17/2019

Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more

SEC Update for Upcoming Proxy Season – Changes to Rule 14a-8 No-Action Request Response Process

Benesch on 9/16/2019

On September 6, 2019, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced changes to how the Division provides responses under the Rule 14a-8 no-action request process. As...more

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

Dorsey & Whitney LLP on 8/27/2019

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

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 Issues Additional Guidance Related to Shareholder Proposals

BakerHostetler on 11/20/2017

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

Preliminary Planning for the 2017 Proxy Season

Stinson - Corporate & Securities Law Blog on 9/1/2016

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

22 Results

View per page

Page: of 1

Securities Exchange Act › Shareholders › Proxy Season

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