On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through December 31, 2020.  As we previously blogged, the SEC initially

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 September 11, 2020, the U.S. SEC adopted amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors. The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures into a new Subpart 1400 of Regulation S-K; eliminate other Guide

A few weeks ago, we marked the one-year anniversary of the publication by the Business Roundtable of its statement on the purpose of a corporation, which looked beyond the shareholder primacy model to a broader stakeholder model.  In a new essay, “Times They are A-Changin’:  When Tech Employees Revolt!” written by Anat Alon-Beck,

The Securities and Exchange Commission announced that it will hold a roundtable on October 26, 2020 during which the SEC staff and the FINRA staff will discuss their initial observations on Regulation Best Interest and Form CRS implementation.  The roundtable will include representatives from the SEC’s Office of Compliance Inspections and Examinations, Division of Trading

On September 23, 2020, the US Securities and Exchange Commission adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The amendments will generally be effective for shareholders’ meetings to be held on or after January 1, 2022. This Legal Update provides background and details on the amendments and notes practical considerations

Lexis Practice Advisor

This market trends practice note discusses Staff Legal Bulletin No. 14I, Staff Legal Bulletin No. 14J, and Staff Legal Bulletin No. 14K of the Division of Corporation Finance of the Securities and Exchange Commission (SEC), which provide guidance with respect to shareholder proposals submitted for inclusion in company proxy statements pursuant to

The Staff of the Securities and Exchange Commission Division of Corporation Finance provided guidance regarding evaluation of whether a benefit provided to a company’s executive officer is a perquisite or a personal benefit.  As set forth in the Compliance and Disclosure Interpretation, repeated below in its entirety, the analysis to be undertaken is consistent with

On September 23, 2020, the Securities and Exchange Commission adopted amendments to Exchange Act Rule 14a-8, the shareholder-proposal rule, which we summarize below.

Ownership threshold for submission. The amendments create a range of the amount of a company’s securities required to be held in order to submit a shareholder proposal, permitting shareholders to submit a

Given the proliferation of SPAC IPOs (about which we have previously posted) and de-SPACing transactions, and the complexity of the SEC rules related to former shell companies, like SPACs, it is no surprise that practitioners have encountered difficulties in navigating a number of the applicable rules.  One of the most important concerns for both