On October 13, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring increased disclosure of short selling activities of institutional investment managers and securities lending activities of...more
On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934...more
If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more
On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
2/10/2023
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On December 13, 2022, the staff (Staff) of the U.S. Securities and Exchange Commission (SEC) issued updates and additional explanations to its Non-GAAP Financial Measures Compliance and Disclosure Interpretations (the...more
Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more
On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These...more
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more
Below is a summary of the rule changes, guidance, and disclosure considerations related to annual reports on Form 10-K to be filed in 2021....more
ISS and Glass Lewis Open Peer Group Submission Windows Soon -
On November 12, 2020, Institutional Shareholder Services (ISS) published its Proxy Voting Guidelines Updates for 2021, which are effective for meetings on or...more
On October 15, 2020, the Securities and Exchange Commission (SEC) announced the settlement of an internal controls case related to share repurchases by an issuer in possession of material non-public information. This the...more
At an open meeting on September 23, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to certain procedural requirements and to the resubmission thresholds under the shareholder-proposal...more
On July 22, 2020, the U.S. Securities and Exchange Commission (SEC) voted 3 to 1, along party lines, to adopt amendments to its proxy solicitation rules relating to proxy voting advice. The final amendments, which were...more
Last week, Glass Lewis & Co. (Glass Lewis) released its annual U.S. and Shareholder Initiatives proxy voting policies and guidelines for the 2020 proxy season....more
August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...more
A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more