The US Securities and Exchange Commission (the “SEC”) proposed changes to the proxy solicitation rules on November 17, 2021. This Mayer Brown Legal Update discusses the proposed changes that would rescind certain new rules adopted by the SEC in July 2020, which apply to proxy voting advice produced and disseminated by proxy advisory firms, otherwise
Proxy Rules
SEC Adopts Universal Proxy Rules
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…
Preparing for the 2022 US Proxy & Annual Reporting Season
By Melissa Pfeuffer on
December 8, 2021 Webinar | Hosted by Intelligize
1:00pm – 2:00pm EST
Register here.
It is once again time to prepare for proxy and annual report season. Companies will have to weigh various considerations this upcoming proxy season, including the objectives of new leadership at the US Securities and Exchange Commission, reporting obligations relating…
SEC Staff Issues Legal Bulletin Announcing Shift in Shareholder Proposal Review Process Ahead of 2022 Proxy Season
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…
Preparing for the 2022 US Proxy and Annual Reporting Season
By Melissa Pfeuffer on
Posted in Corporate Governance, COVID-19, Diversity & Inclusion, ESG, Events, Human Capital, Proxy Rules, SEC News
November 15, 2021 Webinar
1:00pm – 2:00pm EDT
Register here.
With the autumn leaves beginning to fall, it is once again time to prepare for proxy and annual report season. Companies will have to weigh various considerations this upcoming proxy season, including the objectives of new leadership at the US Securities and Exchange Commission…
2022 Proxy and Annual Report Season: The Time to Get Started Is Now
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,…
SEC Revisiting Applicability of Proxy Rules to Proxy Voting Advice by Advisory Firms
By Laura D. Richman & Robert F. Gray on
Posted in Proxy Rules, SEC News
The US Securities and Exchange Commission is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. This Legal Update provides background and details on related statements from the SEC’s chair, two commissioners and the Division of Corporation Finance.
SEC Reopens Universal Proxy Comment Period
By Laura D. Richman & Robert F. Gray Jr. on
Posted in Proxy Rules, SEC News
On April 16, 2021, the US Securities and Exchange Commission issued a release reopening the comment period on its 2016 proposal for a mandatory universal proxy to be used for all contested director elections. This Legal Update summarizes the proposed amendments to the proxy rules and the additional requests for comment.
Updates from the SEC’s Acting Director of the Division of Corporation Finance
By Christina M. Thomas on
SEC Division of Corporation Finance Acting Director John Coates participated in a fireside chat on April 7, 2021 during the annual Global Capital Markets & the US Securities Laws program hosted by the Practicing Law Institute (PLI).
Acting Director Coates, when asked about his priorities at the SEC, mentioned three items: the “unprecedented surge” in…
COVID-19: SEC Filings and Disclosures for Public Companies and Annual Shareholder Meeting Logistics
By Melissa Pfeuffer on
January 29, 2021 Webinar
3:00 pm – 4:00 pm EST
Register here.
The COVID-19 pandemic continues to impact public companies that file reports with the U.S. Securities and Exchange Commission (SEC) as they respond to their disclosure obligations and navigate other challenges posed by the pandemic. Join Candace Jackson, Christine McDevitt, Christina Thomas and…