On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more
On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more
On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more
The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval. The SEC approved the change on an accelerated...more
Seeking shareholder approval of an equity compensation plan has become a multi-step, often complex process. Gone are the days when management simply would discuss a share increase with the board of directors, and the company...more
On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more
On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules....more
As we approach our 11th month of COVID-19 restrictions, the pandemic continues to evolve with new variants, while vaccination efforts move forward at a snail’s pace because of limited supplies in many states. Many hoped for a...more
On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more
As discussed in our earlier Viewpoints advisories, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of...more
On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval...more
As discussed in our earlier Viewpoints advisory, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of 20%...more
The SEC declared, effective immediately as of May 14, 2020, a new NYSE rule proposal which provides a temporary exception through June 30, 2020 from the shareholder approval requirements for specified issuances of 20% or more...more
The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual. Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c),...more
On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, a rule filing from the New York Stock Exchange (“NYSE”) granting temporary relief from the shareholder approval...more
On May 4, 2020, the staff of the Division of Corporation Finance (“Corp Fin”) at the Securities and Exchange Commission (the “SEC”) published four COVID-19 related FAQs. This additional guidance relates to SEC’s March 25,...more
The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more
The SEC has approved Nasdaq's proposal to temporarily modify certain rules in an effort to streamline listed companies’ access to capital. The rule proposal is immediately effective....more
On April 6, 2020, the Securities and Exchange Commission (SEC) approved and declared immediately effective a proposed rule change filed by the New York Stock Exchange LLC (NYSE) temporarily waiving through June 30, 2020,...more
On April 6, 2020, the New York Stock Exchange (NYSE) filed an immediately effective rule change with the Securities and Exchange Commission (SEC) that waives the application of certain shareholder approval requirements...more
On April 6, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by the New York Stock Exchange (“NYSE”) with the Commission on April 3, 2020 to waive certain...more
The SEC has approved and declared immediately effective an NYSE proposed rule change to waive, through June 30, 2020, and subject to compliance with conditions, application of certain of the shareholder approval requirements...more
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The...more
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more