Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...more
For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s Proxy Rules and...more
Proxy season is once again upon us! When preparing proxy materials in 2022, issuers should focus on meaningful engagement with shareholders and integrating environmental and social disclosure into their circulars and other...more
The SEC announced settled charges against formerly publicly-traded Leaf Group Ltd. for failing to adequately evaluate and disclose in its annual proxy statement the lack of independence of a director and a board committee as...more
Who reads those things? It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
Once again, it is time to prepare for the proxy and annual report season. There are many issues to take into consideration when crafting required regulatory disclosures in a manner that conveys effective messaging to the...more
According to the proposed Nasdaq board diversity and disclosure rules, listed companies must disclose board-level diversity data and will be required to have two diverse directors—or explain why they don’t meet this...more
In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more
In a settled enforcement action, the SEC charged Argo Group International Holdings, Ltd. for failure to disclose perqs provided to its CEO and board member, Mark E. Watson III....more
The 2019 novel coronavirus (COVID-19) pandemic and responses to this crisis, including actions taken by federal, state and local governments, have had an impact on the operations of virtually every business and business...more
On March 25, 2020, the U.S. Securities and Exchange Commission (the SEC or Commission) issued an order that updated its March 4 order to extend the conditional exemptions from reporting and proxy delivery requirements for...more
The fallout from the 2019 coronavirus disease (COVID-19) outbreak has significantly impacted a number of global industries and financial markets, causing uncertainty and disruptions that continue to evolve....more
Exchange Act Reports - On March 4, 2020, the Securities and Exchange Commission announced conditional regulatory relief to public companies impacted by coronavirus (COVID-19) granting them extra time to file or furnish...more
With proxy and reporting season preparations in full swing, demands on time are high and resources might be limited, so we focus our reminders on new and changed disclosure items that might otherwise be easy to overlook. ...more
This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more