Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice.
This Legal Update provides an overview of key issues companies should consider as they
On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC”) issued a release, adopting final rules (the “Final Rules”) aimed at standardizing and enhancing disclosure relating to cybersecurity incidents and risk management processes. The SEC had proposed rules (the “Proposed Rules”) on March 9, 2022. The Final Rules reflect the considerable comments received
Today, Mayer Brown’s Larry Cunningham provided testimony to the House Financial Services Committee on shareholder proposals and related issues.
Read an excerpt below:
For decades, the SEC’s shareholder proposal rule (“Rule 14a-8” under the Securities Exchange Act of 1934) has been used to channel shareholder proposals to align with state corporation laws that vest corporate
On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency. The panel was led by James Andrus, with presentations of new research by Lauren Cunningham and Vanessa Teitelbaum and ensuing discussion with several audit committee chairs: Anthony Anderson, Sheila Hooda, Robert H. Herz and David Herzog.
The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends involving the rule and offers several policy solutions. The Commissioner dates the troubles to a 2021 SEC staff decision that
On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”) to its existing rules (the “Existing Rules”) regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Amendments require
Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the
As debates over corporate purpose and governance intensify, a refreshing perspective from history and Delaware law may be of interest.
Last week, Mayer Brown’s Lawrence Cunningham delivered the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. Cunningham compares the traditional “made-to-measure” and shareholder-value
In recent years, public company directors have increasingly been asked to engaged with their shareholders. In this Across the Board post, Mayer Brown’s Larry Cunningham and Ravi Shah discuss issues to consider when devising a policy that balances the potential advantages and costs of director-shareholder engagement.
Mayer Brown’s newest resource, Across the Board™, provides