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Glass Lewis Announces Updates to 2026 Pay-for-Performance Model: What Boards and Practitioners Need to Know

Glass Lewis, a leading proxy advisory firm, recently released a preview of changes to its pay-for-performance model that will take effect for the 2026 proxy season. Glass Lewis’ announcement, which is modest in terms of...more

SEC Staff Provides Guidance on Private Offerings to Accredited Investors That Permit General Solicitation and Other Exemptions

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more

SEC Publishes Revised C&DI Related to Lock-Up Agreements in Business Combinations and New C&DIs Related to Tender Offers

On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more

SEC Announces Charges for Schedule 13D, Schedule 13G and Section 16 Reporting Violations

On September 27, 2023, the Securities and Exchange Commission (SEC) issued a press release announcing charges against officers, directors and large investors in public companies for failure to timely make Section 16, Schedule...more

Government Enforcers Focused on Coronavirus-related Actions

- Market participants should review and assess their compliance procedures to prevent and detect insider trading risks associated with COVID-19. - Companies should increase their vigilance regarding cybersecurity threats...more

ISS Attempts to Legislate Common Sense: A Targeted Policy Aims to Introduce Gender Diversity to the Last All-Male Public Company...

Institutional Shareholder Services (ISS) recently released the results of its “2018 Governance Principles Survey” and previewed potential changes to it’s 2019 proxy voting policies. Among other things, given input and...more

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

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