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Securities Exchange Act › Proxy Statements

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
BCLP

Why Can’t We Be Friends?

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Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

Goodwin

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

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On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

A&O Shearman

Southern District Of New York Dismisses With Prejudice Claims Against Pharmaceutical Company Alleging Material Misstatements And...

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On December 28, 2023, Judge Jed S. Rakoff of the United States District Court for the Southern District of New York dismissed a putative class action alleging that a biopharmaceutical company (the “Company”) and certain of...more

BakerHostetler

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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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

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Vinson & Elkins LLP

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

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On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Orrick, Herrington & Sutcliffe LLP

Considerations for Company Insiders When Contemplating Pledging Shares

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For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

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As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Kohrman Jackson & Krantz LLP

SEC Proposes to Narrow Bases for Excluding Shareholder Proposals

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On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing...more

A&O Shearman

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

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On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more

Stinson - Corporate & Securities Law Blog

SEC Proposes Changes to Shareholder Proposal Rule

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The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh and Ninth Circuits Split Over the Scope of Exclusive Forum Provisions

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Earlier this year the United States Courts of Appeals for the Seventh and Ninth Circuits each addressed the question of whether an exclusive forum provision adopted by a Delaware company and requiring derivative litigation...more

K&L Gates LLP

Seventh Circuit Strikes Down Delaware Forum Selection Clause and Clears Path to Federal Court for Securities Exchange Act Claims

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The Seventh Circuit issued a resounding message: Delaware forum selection clauses in corporate bylaws cannot lawfully prevent a plaintiff from bringing claims under the Securities Exchange Act of 1934 (the Exchange Act or the...more

Hogan Lovells

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

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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

Sullivan & Worcester

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

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Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

Womble Bond Dickinson

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

Skadden, Arps, Slate, Meagher & Flom LLP

Annual Meeting Filing and Disclosure Requirements

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Rule 14a-8 Amendments on Closed-End Funds

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On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in fund proxy...more

Kilpatrick

The SEC Adopts Amendments to the Shareholder Proposal Rule

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On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

Snell & Wilmer

Changes to the Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8

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Rule 14a-8 requires public companies to include shareholder proposals in their own proxy statements, subject to certain procedural and substantive requirements. The Securities and Exchange Commission (“SEC”) has adopted...more

Fenwick & West LLP

SEC Updates Rule 14a-8 Shareholder Proposal Rules

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The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934. The final rules: - Require that a shareholder...more

Akin Gump Strauss Hauer & Feld LLP

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

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The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

Faegre Drinker Biddle & Reath LLP

Amendments to Exchange Act Rule 14a-8

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Background: Rule 14a-8 provides the mechanism by which shareholders may submit proposals to companies for inclusion in the annual proxy statement to be voted upon by shareholders. On September 23, 2020, the U.S. Securities...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Amendments to Shareholder Proposal Rules

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On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in company proxy...more

Jones Day

Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership Is an Emerging Trend

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The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity....more

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