Robert F. Gray Jr.

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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…

On October 14, 2021, the US Securities and Exchange Commission (SEC) issued a release reopening the comment period (Reopening Release) on the clawback listing standard rule that it proposed in 2015 (2015 Proposal). Interested parties may submit comments on any aspect of the 2015 Proposal, as well as on the additional requests for comments raised…

The US Securities and Exchange Commission has amended Regulation S-T and the EDGAR Filer Manual to permit the use of electronic signatures for filings on EDGAR that are required to be signed and has made corresponding revisions to various rules and forms under the Securities Act of 1933, the Securities Exchange Act of 1934 and…

November 10, 2020
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Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. As companies evaluate the ramifications of COVID-19 that need to be discussed in various contexts in annual filings with the US Securities and Exchange Commission, advance…

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 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 June 23, 2020, the Division of Corporation Finance (Division) of the US Securities and Exchange Commission (SEC) issued CF Disclosure Guidance: Topic No. 9A (CF 9A), providing guidance on operations, liquidity, and capital resources disclosures that companies should consider with respect to COVID-19-related disruptions. On that same date, the SEC’s Office of the Chief…

With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory process has become more complex. Against this background, the US Securities and Exchange Commission issued two interpretive releases on August 21, 2019. This…