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Securities Exchange Act › Proxy Voting

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 -
WilmerHale

Reminder for all 13F Filers: Form N-PX is due this month - by August 31, 2024

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Mutual funds and other registered investment companies have long had an obligation to file Form N-PX, giving the SEC and the public access to how a fund voted proxies on an annual basis. New Rule 14Ad-1 under the Securities...more

Seward & Kissel LLP

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

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Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024....more

Vedder Price

Fifth Circuit Court of Appeals Vacates SEC's 2022 Rescission of Certain 2020 Amendments to Proxy Rules

Vedder Price on

On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s explanation for rescinding the amendments...more

Seward & Kissel LLP

Proxy Vote Reporting: Considerations for Institutional Investment Managers as the Form N-PX Filing Deadline Approaches

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New Rule 14Ad-1 under the Exchange Act – which becomes effective on July 1, 2024 – will require institutional investment managers subject to the reporting requirements of Section 13(f) of the Exchange Act (known as “13F...more

Vinson & Elkins LLP

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal - UPDATED February 2, 2024

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ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

Katten Muchin Rosenman LLP

Institutional Investment Managers Filing Form 13F Must Now Track and Report Executive Compensation Proxy Votes and Securities...

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On July 1, 2023, the first reporting period for disclosure on Form N-PX of proxy votes regarding certain executive compensation matters began for institutional investment managers that file Form 13F under the Securities...more

Paul Hastings LLP

SEC Reporting Obligations Under Section 13 and Section 16 of the Exchange Act

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This legal update summarizes (a) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment...more

Seward & Kissel LLP

SEC Adopts Amendments to Increase Proxy Voting Transparency

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The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other...more

Dechert LLP

SEC Adopts Final Rules to Enhance the Reporting of Proxy Votes by Registered Management Investment Companies and Require the...

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On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information...more

WilmerHale

SEC Revisits Shareholder Proposal Rule

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The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

Lowenstein Sandler LLP

Material Investment Management Developments and Template Annual Compliance Checklists for Registered Investment Advisers, Exempt...

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Summaries of recent legislative and regulatory developments with respect to: •SEC’s 2022 Examination Priorities • Proposed Amendments to Form PF Requirements- •Proposed New Rules Applicable to Private Fund Advisers and...more

Kilpatrick

SEC Proposes Enhanced Proxy Voting Disclosures for Investment Funds and Institutional Investment Managers

Kilpatrick on

With the stated goal of making it easier for investors to identify votes of interest and compare and analyze voting records, on September 29, 2021, the SEC released a proposed rule and amendments to Form N-PX (collectively,...more

Faegre Drinker Biddle & Reath LLP

SEC Proposes Rules for Enhanced Reporting of Proxy Voting by Registered Investment Companies and Reporting on Executive...

Faegre Drinker Biddle & Reath LLP on

On September 29, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Form N-PX to provide greater transparency to the information registered management investment companies (Funds) report about...more

Carlton Fields

Possible SEC Proxy/Whistleblower Rule U-Turns? Could Reverse Trump-Era Actions

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The SEC, in an unusual move, is reconsidering certain significant proxy rules that it adopted just last year.  An SEC announcement of Chair Gary Gensler’s rulemaking agenda states that the Division of Corporation Finance “is...more

Troutman Pepper

Investment Management Update - November 2020

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Covering legal developments and regulatory news for funds, their advisers and industry participants through October of 2020. ...more

Troutman Pepper

SEC Adopts Amendments to Provide Investors More Information on Proxy Voting Advice

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On July 22, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments (Amendments) to certain of its rules governing proxy solicitations under the Securities Exchange Act of 1934 (Exchange Act). The...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

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The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more

BCLP

Securities and Corporate Governance Update – October 2019

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This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

WilmerHale

SEC Releases New Guidance Related to the Proxy Voting Process for Investment Advisers and Proxy Advisory Firms

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Following a 3-2 vote last week, the Securities and Exchange Commission has released two pieces of guidance related to the proxy voting process: ..Commission Guidance Regarding Proxy Voting Responsibilities of Investment...more

Dorsey & Whitney LLP

SEC Adopts Guidance Impacting Voting Recommendations from Proxy Advisory Firms

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In two related releases issued on August 21, the SEC updated its guidance and interpretations to heighten the scrutiny given to the voting recommendations made by proxy advisory firms such as Institutional Shareholder...more

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