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Cooley LLP

Independent Board Chairs: Seven Practice Pointers

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Recently, the NYSE and JPMorgan released this lengthy “Board Structure and Composition” white paper and Cooley was proud to contribute Chapter 20 “Independent Board Chair – Trends and Issues” chapter (pp. 157–163). Here are...more

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2024

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As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

Venable LLP

Preparing for Your 2023 Say on Pay Frequency Vote and Reporting Results

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Many public companies will be required to include a "say on frequency" proposal at their 2023 annual meeting of stockholders. Since 2010, the Dodd-Frank Act has mandated that public companies submit, no less frequently than...more

BCLP

Excluding a Shareholder Proposal? Not So Fast…

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The SEC’s Division of Corporation Finance recently published Legal Bulletin 14L (CF) (the “Bulletin”) providing updated guidance on excluding shareholder proposals under Rule 14a-8 under the Exchange Act.  Specifically, the...more

Smith Anderson

SEC Provides Limited Relief from Proxy Material Mailing Requirements

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As discussed in our previous alert, Annual Meetings in a World Without Meetings: The Impact of COVID-19 on Public Companies, on March 13, 2020, the Staff of the Division of Corporation Finance of the Securities and Exchange...more

Dorsey & Whitney LLP

SEC Updates Guidance on Shareholder Meetings Affected by COVID-19

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On April 7, 2020, the SEC updated its prior guidance for conducting shareholder meetings in light of COVID-19 concerns to address delays in printing and mailing of proxy materials and clarify that its guidance applies for...more

Ballard Spahr LLP

SEC Extends Conditional Relief From Reporting and Proxy Delivery Requirements for Public Companies Affected By COVID-19

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On March 25, 2020, the United States Securities and Exchange Commission (SEC) issued a new order (the Order) and guidance (the Guidance) which continued to provide regulatory relief to public companies whose operations may be...more

Goodwin

SEC Provides Guidance on Virtual Annual Meetings in View of COVID-19 Concerns

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On March 13, 2020, the Securities and Exchange Commission (SEC) announced that the staff of the SEC’s Division of Corporation Finance and the Division of Investment Management (Staff) have published guidance to assist public...more

Stinson LLP

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

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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

Latham & Watkins LLP

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

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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

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