Proxy Rules

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On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (C&DIs) impacting mergers and acquisitions. Two of the new C&DIs relate to Item 1.01 of Form 8-K. Three of the C&DIs interpret proxy solicitation requirements. One addresses a tender offer issue relating to special…

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…

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…

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…

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…

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…

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 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…