On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated...more
Happy new year! In September last year, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a...more
On Friday last week, the SEC posted a new NYSE proposed rule change that would “modify the circumstances under which a listed company must obtain shareholder approval of a sale of securities to a substantial security holder,”...more
In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more
Given the significant decline in the stock prices of many companies over the past several months of 2022, a number of companies are reassessing their equity programs and considering repricing outstanding employee stock...more
Seeking shareholder approval of an equity compensation plan has become a multi-step, often complex process. Gone are the days when management simply would discuss a share increase with the board of directors, and the company...more
A House Judiciary Committee is calling on the DOJ to “investigate Amazon and some of its executives for criminal obstruction of a congressional investigation that included the e-commerce giant.” At issue is the ‘Zon’s alleged...more
UPDATE ON CRYPTO ASSETS IN ETFS - In 2018, the US Securities and Exchange Commission’s Division of Investment Management staff penned a letter to the Investment Company Institute and the Securities Industry and Financial...more
Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder...more
In April 2021, the SEC approved an NYSE proposal to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules. (See this PubCo...more
Our Securities Group investigates how NYSE-listed companies will need to adjust their approval processes for related party transactions in light of amendments to the NYSE Listed Company Manual....more
On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more
On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules....more
In December 2020, the NYSE proposed to relax the requirements for shareholder approval of related-party equity issuances and bring them into closer alignment with the comparable Nasdaq rules by amending Sections 312.03,...more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more
Economic uncertainty and shifts brought on by COVID-19 have us back to a familiar question from 2009 and even 2001: can you reprice options to take into account falling share prices? The answer remains yes, though tax,...more
The U.S. Securities and Exchange Commission has amended its rules governing the procedural requirements for submission and resubmission of shareholder proposals to be included in a company’s proxy statement under Rule 14a-8....more
SEC Charges Trust Company with Operating Unregistered Investment Companies and Failing to Register Securities Offerings. On September 30, the Securities and Exchange Commission (SEC) announced it had settled charges with...more
As discussed in our earlier Viewpoints advisories, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of...more
On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval...more
In early April, the SEC approved and declared immediately effective an NYSE rule change to waive, through June 30, 2020 and subject to compliance with conditions, application of certain of the shareholder approval...more