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Shareholder Proposal No-Action Requests in the 2023 Proxy Season: Companies Continue To Face a Challenging Environment

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

SEC Adopts New Share Repurchase Disclosure Requirements

On May 3, 2023, the U.S. Securities and Exchange Commission adopted rule amendments requiring enhanced disclosures pertaining to issuers’ repurchases of equity securities. The new rules, prompted by a perception that some...more

Preparing for the 2023 Shareholder Proposal Season

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

SEC Proposes Amendments to the Shareholder Proposal Rules

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

Annual Meeting Filing and Disclosure Reminders

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

SEC Staff Issues New Shareholder Proposal Guidance, Rescinding 2017-2019 Guidance

On November 3, 2021, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14L (SLB 14L), which explicitly rescinds Staff Legal Bulletin Nos. 14I,...more

Shareholder Proposal No-Action Requests in the 2020 Proxy Season: Glimmers of Hope for Board Analyses, Limits on Micromanagement

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

Impact of SEC Staff Guidance on Shareholder Proposals in the 2018 Proxy Season: Dead-End Street or Road Under Construction?

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

Reminders for Annual Meeting Proxy Materials

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

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