News & Analysis as of

Shareholders Proxy Solicitations

Cozen O'Connor

BCSC Guidance on Joint Actors in Proxy Contests and Early Warning Disclosure Requirements

Cozen O'Connor on

On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more

K&L Gates LLP

Déjà Vu All Over Again: SEC Reverses 2020 Proxy Rules Changes and Proposes Shareholder Proposal Rule Changes

K&L Gates LLP on

U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler has had a very active regulatory agenda that has invited a lot of controversy due to both its ambitious scope and the speed of implementation. While there are...more

Mayer Brown Free Writings + Perspectives

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more

Bradley Arant Boult Cummings LLP

Securities and Exchange Commission Issues New Universal Proxy Rules

Recent changes in the Securities and Exchange Commission (SEC) proxy rules will give shareholders the ability to vote for directors like never before. The new rules will require companies to provide universal proxy cards to...more

Goodwin

New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules

Goodwin on

The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more

King & Spalding

SEC Views Proxy Advice as Solicitation under Federal Proxy Rules

King & Spalding on

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

Vedder Price

SEC Proposes Rule Changes for Proxy Advisory Firms

Vedder Price on

On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules that are intended to enhance the accuracy and transparency of information provided by proxy advisory firms to investors and...more

Vedder Price

Investment Services Regulatory Update - November 2019

Vedder Price on

New Rules, Proposed Rules, Guidance and Alerts - PROPOSED RULES – SEC Proposes Rule Changes for Proxy Advisory Firms – On November 5, 2019, the SEC issued a release proposing amendments to the federal proxy rules...more

Stinson LLP

SEC Proposes Changes to Shareholder Proposal Rules and Those Governing Proxy Advisors

Stinson LLP on

Stinson has prepared an analysis of proposed rules recently adopted by the SEC at an open meeting on November 5. SEC Commissioners voted 3-2 to propose potentially significant changes to the shareholder proposals...more

Dorsey & Whitney LLP

SEC Adopts Proposed Rules for Procedural Requirements and Resubmission Thresholds for Shareholder Proposals and Exemptions from...

Dorsey & Whitney LLP on

At the Securities and Exchange Commission’s (the “Commission”) open meeting yesterday, the Commissioners approved two new proposed rules in their ongoing efforts to modernize proxy solicitation and shareholder proxy access,...more

Bennett Jones LLP

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

Bennett Jones LLP on

The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

Baker Donelson

Permitted (Mis)-Use of the SEC's EDGAR Disclosure Platform

Baker Donelson on

Two new compliance and disclosure interpretations (C&DIs) issued by the SEC permit the voluntary filing of solicitation materials in a Notice of Exempt Solicitation....more

Stinson - Corporate & Securities Law Blog

SEC Provides Guidance on Conflicting Shareholder Proposals and Trinity vs Wal-Mart

The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more

Latham & Watkins LLP

The Who, What, When, Where, Why and How of Proxy Supplements and Amendments

Latham & Watkins LLP on

In light of the approaching 2015 annual stockholder meeting season, below is an overview of the essential facts on proxy supplements and proxy amendments or revisions. Determining whether and how to amend proxy material...more

Foley Hoag LLP

SEC Issues Staff Legal Bulletin No. 20: Clarifying Disclosure Requirements For Proxy Advisory Firms

Foley Hoag LLP on

Background - On June 30, 2014, the SEC’s Divisions of Investment Management and Corporation Finance released Staff Legal Bulletin No. 20, a set of thirteen Questions and Answers offering guidance on...more

Stinson - Corporate & Securities Law Blog

ISS Charged With Selling Shareholder Vote Data; Agrees To $300,000 Settlement

The SEC and Institutional Shareholder Services, Inc. (ISS) have settled public administrative and cease-and-desist proceedings initiated against ISS by the SEC alleging that ISS violated Section 204A of the Advisers Act by...more

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