On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more
7/2/2025
/ Appeals ,
Corporate Governance ,
Judicial Review ,
Lack of Authority ,
New Legislation ,
Proxy Advisors ,
Proxy Solicitations ,
Proxy Voting ,
Regulatory Authority ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders ,
State and Local Government
Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...more
5/2/2025
/ Antitrust Violations ,
Asset Management ,
Corporate Governance ,
Directors ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Investment Management ,
Proposed Legislation ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting ,
Regulatory Oversight ,
Securities Regulation ,
Shareholders ,
Texas
TXSE (pronounced TEX-see) announced on April 4, 2025 that its Form 1 registration is now public, putting it one step closer to Y'all Street. The announcement touted its proprietary “matching engine" that it believes will make...more
4/11/2025
/ Capital Markets ,
Corporate Governance ,
Financial Markets ,
Initial Public Offering (IPO) ,
Investment ,
Listing Standards ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities Exchanges ,
Securities Regulation ,
Securities Transactions ,
Stock Exchange ,
Texas
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and...more
Acting Securities and Exchange Commission ("SEC" or the "Commission") Chairman Mark Uyeda directed SEC staff to request that the Eighth Circuit Court of Appeals not schedule an oral argument in the pending litigation...more
On September 10, 2024, the SEC settled charges against Keurig for "incomplete and inaccurate" ESG disclosures about the recyclability of Keurig's K-Cup pods, signaling a continued focus on environmental-related disclosures...more
In Short -
The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more
10/18/2023
/ Beneficial Owner ,
Business Ownership ,
Financial Markets ,
Internal Reporting ,
Investment Adviser ,
Investors ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
7/1/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)