Shareholder proposal rule
Welcome to the latest edition of the Sustainability Spotlight, your place to keep up with all the ESG action – federal and state enforcement, shareholder proposals and litigation, and state attorney general actions. This...more
The Securities and Exchange Commission (SEC) under the current Trump administration has swiftly adopted a new agenda. Some of the first initiatives dealt with shareholder engagement and shareholder proposals. These...more
On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
Our Securities Group examines the Securities and Exchange Commission’s new guidance on the “economic relevance” and “ordinary business” exclusions for shareholder proposals....more
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...more
Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more
Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions: Propose new amendments to Rule 14a-8, the shareholder proposal rule. Adopt new amendments to the rules regarding proxy...more
The Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama on April 5, 2012 and aimed to improve access to public capital markets for emerging growth companies. While largely considered a...more
Takeaways - Activist shareholders are increasing the pressure on companies to disclose their political spending and their lobbying and trade association activity. In 2021, a record 40% of shareholders’ proposals...more
Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more
As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by...more
With the 2020 reporting season just around the corner, there are several compliance “musts” to focus on, as well as items that can be addressed in the remainder of 2019 to make 2020 a little easier....more
Companies have important decisions to make as they prepare for the 2020 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which we...more
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
During 2018, the SEC issued rule updates and guidance that are intended to ease certain public reporting requirements and clarify the SEC’s position with respect to the shareholder proposal process. While the SEC is taking...more
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more
On June 8, 2017, the House of Representatives passed, by a 233-186 vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features of the...more
Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more
Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more
Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more
Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more