News & Analysis as of

Shareholders Disclosure Requirements Institutional Investors

Fenwick & West LLP

SEC Updates CDIs on Schedules 13D and 13G Eligibility

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The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

DLA Piper on

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more

Cooley LLP

Special Time-Sensitive Complications for the 2025 Proxy Season

Cooley LLP on

As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders...more

Cooley LLP

Policy Updates and Considerations for Proxy Season

Cooley LLP on

Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of...more

Dorsey & Whitney LLP

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

Latham & Watkins LLP

Shareholder Engagement Practices Under New SEC Guidance on Schedule 13G Eligibility: FAQs

Latham & Watkins LLP on

The SEC Staff recently issued new guidance (C&DI 103.12) on how a shareholder’s engagement with a company’s management could disqualify the shareholder from using the SEC’s short-form Schedule 13G....more

Cooley LLP

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

White & Case LLP

The INDEX Act: A challenge to the voting influence of institutional investors that may yield unintended consequences

White & Case LLP on

The Act's supporters say it would shift voting power from large investment advisers to individual investors, but the reality could be far more complex - The INDEX Act arrives at a moment of increasing resistance to ESG...more

Akin Gump Strauss Hauer & Feld LLP

What UK Authorized Firms Need to Know

In this episode recorded in late February, Akin Gump financial regulatory partners Helen Marshall and Ezra Zahabi, using Akin Gump’s recently published In Principle annual report as a springboard, discuss what U.K. authorized...more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

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