The Delaware Court of Chancery dismissed three claims in Ritchie v. Baker (6/25). Broadly speaking, the plaintiff failed to adequately plead demand futility under Court of Chancery Rule 23.1 because the complaint did not...more
The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8. In conjunction therewith the SEC announced “The Commission does...more
The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date....more
Govern Walz has signed legislation that includes the following changes to the Minnesota Business Corporation Act:
Provides that bylaws may address emergency powers of a corporation where it is impracticable for the...more
Erik Gerding, Director, Division of Corporation Finance, released a statement on the preferred methods to disclose certain cybersecurity incidents. Mr. Gerding noted “The cybersecurity rules that the Commission adopted on...more
5/22/2024
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Form 8-K ,
Publicly-Traded Companies ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
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
The SEC has adopted final amendments requiring disclosures related to issuers’ share repurchases. The amendments will require domestic issuers to...more
The SEC has adopted final amendments to Rule 10b5-1 under the Securities Exchange Act of 1934. The amendments:
Add new conditions to the availability of the affirmative defense under Exchange Act Rule 10b5-1(c)(1),...more
The SEC has adopted rules to require securities exchanges to adopt listing standards that require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation...more
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act.
The rules will require registrants to disclose, in proxy or...more
The SEC has proposed rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The proposed rules would require information about a registrant’s...more
3/22/2022
/ Annual Reports ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Greenhouse Gas Emissions ,
Proposed Rules ,
Publicly-Traded Companies ,
Registration Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC)
The SEC has proposed comprehensive changes to Regulation 13D-G and Regulation S-T to modernize the beneficial ownership reporting requirements and improve their operation and efficacy....more
Many persons and entities mail or otherwise provide to the SEC Divisions of Corporation Finance and Investment Management paper “courtesy copies” of materials that are filed or submitted via EDGAR, email, online form or other...more
ISS has announced the planned January 10 launch of a new data verification (DV) portal for U.S. corporations ahead of the 2022 annual meeting season. According to ISS, the launch represents a major expansion of ISS’ current...more
ISS has released updates to its 2022 ISS benchmark proxy voting policies. The updated policies will generally be applied for shareholder meetings taking place on or after Feb. 1, 2022, except for those updates that are being...more
The SEC staff has released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives....more
In 2019, the SEC proposed changes to its proxy advisor rules (the “2019 Proposed Rules”). Later the SEC adopted final rules regarding proxy voting advice (the “2020 Final Rules”) provided by proxy advisory firms, or proxy...more
In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The SEC also adopted changes to the form of proxy and proxy statement...more
The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff experience applying the guidance in them. Public companies relied on the guidance...more
ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market....more
11/9/2021
/ Board of Directors ,
Climate Change ,
Comment Period ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Policy Statement ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Voting Rights
In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the SEC to adopt rules directing the national securities exchanges...more
10/15/2021
/ Clawbacks ,
Comment Period ,
Corporate Governance ,
Dodd-Frank ,
Executive Compensation ,
Financial Stimulus ,
Incentive Compensation ,
Material Misstatements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations
The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing forms, schedules, statements, and related rules to require each filing fee...more
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. -
Directors’ and Officers’ Questionnaires; Committee Charters -
We have identified only a few possible changes...more
9/24/2021
/ Annual Meeting ,
Board of Directors ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Form 10-K ,
Institutional Shareholder Services (ISS) ,
Listed Company Manual ,
MD&A Statements ,
NYSE ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Say-on-Pay ,
Securities and Exchange Commission (SEC)
In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. ...more
The NYSE recently amended its related party transaction rules to align with Regulation S-K Item 404. The one key difference from Regulation S-K was that the NYSE did not apply the $120,000 transaction threshold which...more