Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more
12/13/2023
/ Annual Meeting ,
Beneficial Owner ,
Board of Directors ,
Business Entities ,
Business Ownership ,
CEOs ,
CFOs ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Filing Deadlines ,
Financial Regulatory Reform ,
Proxy Season ,
Proxy Voting Guidelines ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Stock Repurchases
Following a tumultuous 2022 shareholder proposal no-action letter season, the 2023 season contained fewer surprises from the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission...more
This edition of Skadden’s quarterly Insights looks at the latest trends in shareholder activism, the scrutiny companies are facing over their ESG disclosures and employment considerations for using AI in the workplace, among...more
6/27/2023
/ Acquisitions ,
Activist Investors ,
Anti-Discrimination Policies ,
Anti-Money Laundering ,
Artificial Intelligence ,
Capital Markets ,
Confidential Information ,
Corporate Governance ,
Corporate Restructuring ,
Cryptoassets ,
Cryptocurrency ,
Disclosure ,
Employer Liability Issues ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Member State ,
Mergers ,
New Rules ,
No-Action Requests ,
Private Equity ,
Proxy Season ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Technology ,
UK
SEC Proxy Filing Requirements -
File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more
3/20/2023
/ Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EDGAR ,
Environmental Social & Governance (ESG) ,
Equity Compensation ,
Filing Requirements ,
Nasdaq ,
Pay-for-Performance ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Universal Proxy Cards
On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more
12/8/2022
/ Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Investment ,
New Rules ,
Overboarding ,
Popular ,
Proxy Season ,
Proxy Voting ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their...more
As companies finalize materials for annual shareholder meetings, we recommend consideration of the following key requirements and disclosures:
SEC proxy filing requirements; website and submission requirements; proxy...more
3/7/2022
/ Annual Meeting ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Proxy Advisors ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His...more
7/7/2021
/ Climate Change ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Financial Regulatory Reform ,
Form S-8 ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rule 701 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
As calendar year-end companies received shareholder proposals for their 2021 annual meetings, they faced a variety of uncertainties and challenges, including navigating the COVID-19 pandemic, addressing the racial inequities...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more
In October 2019, for the third consecutive year, the Staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) issued guidance concerning companies’ ability to exclude...more
Institutional Shareholder Services Inc. (ISS), an influential proxy advisory firm, recently proposed changes to its benchmark voting policies to be applied for upcoming shareholder meetings taking place on or after February...more
10/10/2019
/ Benchmarking ,
CEOs ,
Corporate Governance ,
Independent Boards ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Policy Updates ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Public Comment ,
Repurchase Options ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholder Votes
On September 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published a statement regarding no-action requests to exclude shareholder proposals under Exchange Act Rule...more
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
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
When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more
3/12/2018
/ Corporate Governance ,
Cybersecurity ,
EDGAR ,
Form 8-K ,
Listing Standards ,
NYSE ,
Popular ,
Proxy Materials ,
Proxy Season ,
Proxy Statements ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
Supplemental Information