David Schuette

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On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections. Under the final rules, each universal proxy card must list all management and dissident nominees for director, enabling shareholders voting by proxy to pick and choose among the different slates of…

On November 3, 2021, the staff of the Division of Corporation Finance (the “Staff”) of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14L (“SLB 14L”). SLB 14L reverses course on Staff positions taken since 2017 with respect to the ordinary business grounds for exclusion of shareholder proposals from company proxy statements…

Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the company’s investors. Advance planning, careful drafting and multi-faceted review greatly contribute to a successful proxy and annual report season,…

On November 19, 2020, the US Securities and Exchange Commission continued its recent efforts to modernize and simplify certain financial disclosure requirements in Regulation S-K by amending Item 303 of Regulation S-K (Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)) and revising or eliminating several other requirements of Regulation S-K. This…

Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, advance planning will make the process go more smoothly. This is especially true for the 2021 season, as…

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations…

On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Regulation S-K that are intended to modernize business, legal proceedings and risk factor disclosures. According to the SEC, the amendments are designed to update rules, to improve the readability of disclosures and to simplify compliance for reporting companies. These amendments become…

On January 30, 2020, the US Securities and Exchange Commission provided guidance regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of SEC filings. This commission-level guidance, which reflects the SEC’s interpretation of existing MD&A requirements, becomes effective on…

On October 16, 2019, the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14K to provide additional guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update describes this recent staff guidance and provides related practical considerations for…