Shareholder proposal rule
When I was in-house, one of the nerve-wracking aspects of the annual shareholders meeting was bracing yourself for the unexpected. Preparing as much as you can for something unexpected is a good idea – and one way to do that...more
Last week, Cooley’s Reid Hooper attended the annual meeting of shareholder proposal stakeholders that Corp Fin hosts. Here are a few facts to help you glean some information about these meetings from Reid, who has been an...more
The ESG litigation landscape is rapidly developing. Activist claimants, whose end-goal is to effect change in the management, ESG policies or ESG credentials of companies or regulated firms, are progressively pressurising...more
Closed-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), have proven to be a product sought by many investors, especially individuals. Despite their appeal to long-term...more
SEC Commissioner Uyeda, one of two Republican commissioners on the Securities & Exchange Commission, delivered remarks yesterday at the Society for Corporate Governance's National Conference, in which he broached the idea...more
Environmental, social, and governance (ESG) matters are now the subject of significantly greater regulatory scrutiny and are becoming a more prominent part of public companies’ mandatory filings, shareholder proposals, and...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures: SEC proxy filing requirements; website and submission requirements; proxy...more
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more
Forty-eight Japanese companies received shareholder proposals in the June 2021 general meetings (162 proposals in total). This represents a modest decrease compared to last year, when 55 companies received shareholder...more
Holding Your Annual Meeting Virtually—Lessons Learned From 2020 - In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual...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
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more
[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - At an open meeting last week, the SEC voted (once again, three to two) to adopt highly controversial amendments...more
On Sept. 23, 2020, the U.S. Securities and Exchange Commission (SEC) announced the adoption of final rules amending Exchange Act Rule 14a-8 to make the following revisions to requirements for a shareholder to have a proposal...more
On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more
On March 13, 2020, the staff of the SEC’s Division of Investment Management and Division of Corporation Finance issued guidance in response to various inquiries from issuers and shareholders regarding compliance with the...more
On March 13, 2020, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) provided guidance regarding potential changes to the date, time, location, or format of upcoming annual meetings of...more
In light of the health and safety concerns related to coronavirus disease 2019 (COVID-19), the U.S. Securities and Exchange Commission (SEC) has recently issued guidance to assist public companies with upcoming annual...more
On March 13, 2020, the Securities and Exchange Commission (SEC) announced that the staff of the SEC’s Division of Corporation Finance and the Division of Investment Management (Staff) have published guidance to assist public...more
In a previous blog post, we discussed the availability of virtual shareholder meetings (i.e., “virtual-only” and “hybrid” meetings) as a potential alternative to the traditional in-person meeting during the 2020 proxy season...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards...more
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
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, recently proposed changes to its benchmark voting policies to be applied for upcoming shareholder meetings taking place on or after February...more
What Is a Proposal? Rule 14a-8(a) defines a shareholder proposal as a ‘‘recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s...more
When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more