In November 2017, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude shareholder proposals from their proxy...more
6/19/2019
/ Board Analysis ,
Board of Directors ,
Corporate Executives ,
Division of Corporate Finance ,
Executive Compensation ,
Micromanagement ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Political Contributions ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing...more
2/13/2019
/ Board of Directors ,
Compliance ,
Director Nominations ,
Disclosure Requirements ,
Diversity ,
Division of Corporate Finance ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Qualification Standards ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
Woman Board Members
There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label — meaning...more
U.S. public companies face a wide array of challenges, from greater market volatility and increasing economic and geopolitical uncertainty to disruptive technologies, artificial intelligence, social media and cybersecurity...more
1/23/2019
/ Activist Investors ,
Board of Directors ,
CEOs ,
Corporate Culture ,
Corporate Governance ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cybersecurity ,
Diversity ,
Popular ,
Proxy Statements ,
Proxy Voting ,
Publicly-Traded Companies ,
Risk Management ,
Risk Mitigation ,
Shareholder Activism
On October 23, 2018, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14J (SLB 14J), which provides important guidance concerning shareholder...more
10/25/2018
/ Board of Directors ,
Corporate Governance ,
Executive Compensation ,
Micromanagement ,
New Guidance ,
No-Action Relief ,
Ordinary Business Exception ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On August 17, 2018, the Securities and Exchange Commission (SEC) amended certain disclosure requirements that have become duplicative or outdated. The amendments, which reflect the SEC’s efforts to implement the Fixing...more
In the period leading up to the 2018 proxy season, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14I (SLB 14I), which provided new...more
On February 21, 2018, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release providing guidance for public companies relating to disclosures of cybersecurity risks and incidents. Although the...more
2/26/2018
/ Annual Meeting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Materiality ,
New Guidance ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation FD ,
Securities and Exchange Commission (SEC)
Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more
12/4/2017
/ Annual Meeting ,
Auditors ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Dodd-Frank ,
Executive Compensation ,
Filing Requirements ,
Pay Ratio ,
Proxy Access ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
The Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) recently published Staff Legal Bulletin No. 14I (SLB 14I), which provides important new and timely guidance for companies and...more
On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted unanimously to propose changes that would modernize and simplify the disclosure items in Regulation S-K and related rules and forms. The proposed...more
10/16/2017
/ Confidentiality Policies ,
Disclosure Requirements ,
EDGAR ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Item 303 ,
Proposed Regulation ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Burden ,
Securities and Exchange Commission (SEC)
As we approach the end of the 2017 proxy season, the third since the New York City comptroller launched the Boardroom Accountability Project to enact proxy access across the U.S. market, proxy access has begun to transition...more
Proxy advisory firm Glass Lewis recently issued its U.S. voting policy guidelines for the 2016 proxy season. The guidelines include a few key changes, a summary of which is outlined below.
Conflicting Shareholder...more
11/23/2015
/ Board of Directors ,
Conflicting Proposals ,
Corporate Social Responsibility ,
Director Nominations ,
Exclusive Forum ,
Executive Compensation ,
Glass Lewis ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders