On December 14, the SEC adopted long-awaited amendments to Rule 10b5-1 under the Exchange Act that add new conditions for a trading arrangement to qualify for the rule’s affirmative defense against Rule 10b-5 liability for...more
12/22/2022
/ 10b5-1 Plans ,
Affirmative Defenses ,
Cooling-Off Rule ,
Corporate Governance ,
Disclosure Requirements ,
Insider Trading ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation
On March 21, in one of its most significant rulemakings in recent years, the Securities and Exchange Commission proposed rules that would require public companies to provide investors with extensive, consistent, and...more
On March 21, 2022, the U.S. Securities and Exchange Commission (SEC) proposed its much anticipated rules requiring climate-related disclosure. The proposed rules, which are intended to provide investors with consistent,...more
The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed...more
On December 15, 2021 the SEC unveiled its long-awaited proposal to amend the requirements for securities trading arrangements adopted in reliance on Rule 10b5-1 under the Exchange Act. The proposed amendments would add new...more
As momentum builds for disclosure, boards and management should consider the following practices to minimize legal risk and fully leverage the benefits a successful environmental, social, and governance (ESG) strategy can...more
On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more
11/16/2021
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Proposals ,
Shareholders
The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder proposals for inclusion in a company’s...more
11/18/2020
/ Corporate Governance ,
New Guidance ,
Ownership Requirements ,
Proxy Season ,
Publicly-Traded Companies ,
Regulatory Reform ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals ,
Shareholders ,
Threshold Requirements
On October 16 the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14K (CF) (SLB 14K) to provide updated guidance on the application of the "ordinary business" exception to a company's obligation under...more
10/24/2019
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Ordinary Business Exception ,
Proof of Ownership ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders
The SEC’s Division of Corporation Finance recently announced changes to its process for responding to no-action requests that seek exclusion from proxy materials of shareholder proposals submitted under Exchange Act Rule...more
10/7/2019
/ Corporate Governance ,
New Guidance ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Regulatory Standards ,
Rule 14a-8 ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
On December 18, 2018, the SEC adopted a requirement for U.S. public companies to provide proxy disclosure of any practices or policies they have adopted regarding the ability of the company's employees, officers or directors,...more