On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules.  These are included in the Staff’s Proxy Rules and Schedule 14A Compliance and Disclosure Interpretations.  Below, we have reprinted them for convenience.

Question 139.04

Question: A registrant receives director nominations from

November 15, 2022 Webinar

2:30 pm – 3:30 pm EST

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The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin

The Securities and Exchange Commission announced an open meeting to be held on November 2, 2022 to discuss several matters, some proxy related.

The SEC will consider whether to adopt new rules and form amendments intended to increase transparency in proxy vote reporting for registered investment companies.  On September 29, 2021, the SEC had announced

In this MB Microtalk Video, Mayer Brown Counsel, Laura Richman, discusses the US Securities and Exchange Commission’s universal proxy rules that are now in effect for shareholder meetings. These new rules provide for mandatory use of a universal proxy card for proxy solicitations for contested elections for directors.

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November 15, 2022 Webinar

2:30pm 3:30pm EST

Register here.

The proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin preparations.

During

With the calendar turning to autumn, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report, and annual meeting of shareholders, this is the ideal time to begin preparations.

This Legal Update provides an overview

On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and 139.03.  The C&DIs, which relate to the universal proxy rule, Rule 14a-19, address proxy contests and disclosure of the proxy notice deadline when

On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Proposed Rules”). Specifically, the Proposed Rules would amend the following bases for exclusion: substantial implementation (Rule

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