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Disclosure Requirements Shareholder Activism Corporate Governance

Latham & Watkins LLP

Recent Developments for Directors - May 2025

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In an effort to reverse corporate departures from Delaware, its state legislature amended the Delaware General Corporation Law to overturn multiple Chancery Court decisions....more

DLA Piper

Shareholder Proposals – The Great Reset Again! (Part 2)

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In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more

Jones Day

SEC Revises Guidance Affecting Shareholder Activism Under SLB No. 14M and C&DIs

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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

Jenner & Block

Client Alert: SEC Staff Legal Bulletin 14M Rescinds Prior Staff Guidance and Implements More Company-Friendly Approaches to...

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On February 12, 2025, the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M) concerning shareholder proposals for public company proxy...more

Cooley LLP

Corp Fin does a one-eighty on shareholder proposals under Rule 14a-8

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In June 2023, then-Commissioner Mark Uyeda (currently, Acting Chair) spoke to the Society for Corporate Governance 2023 National Conference on the topic of shareholder proposals under Rule 14a-8. Alluding to the frequent...more

Vinson & Elkins LLP

SEC Issues New Staff Legal Bulletin on Shareholder Proposals and C&DI on Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more

Fenwick & West LLP

Securities Law Update - February 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Latham & Watkins LLP

Recent Developments for Directors - November 2024

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SEC Penalizes Director for Misleading D&O Questionnaire Response - The SEC recently brought an enforcement action against a director for causing violations of the proxy rules by failing to disclose a close personal...more

Vinson & Elkins LLP

[CLE Hybrid Event] Fourth Annual Navigating the Annual Meeting and Reporting Season - November 21st, Houston, TX

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Corporate Boards Face ESG Pressure From Both the Left and Right

Over the past decade, environmental, social and governance (ESG) topics have featured heavily in social and political discourse. ESG has also become prominent in the boardroom as directors navigate how best to address...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Latham & Watkins LLP

ESG Insights: 10 Things That Should Be Top of Mind 2024

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Amid new regulations, increased enforcement and litigation, and higher stakeholder scrutiny, companies will need to adopt an integrated and nuanced approach to ESG. In some ways, 2023 was a challenging year for ESG. This...more

Latham & Watkins LLP

Recent Developments for Directors - December 2023 Edition

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On October 7, 2023, California Governor Gavin Newsom signed into law two statutes that will require certain companies doing business in California to disclose their GHG emissions (SB 253) and climate-related financial risk...more

Vinson & Elkins LLP

[Hybrid Event] Third Annual Navigating the Annual Meeting and Reporting Season Program - November 16th, Houston, TX

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

BCLP

What do recent lawsuits in the wake of Supreme Court decisions on Affirmative Action mean for your disclosures and DEI programs?

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A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more

Skadden, Arps, Slate, Meagher & Flom LLP

Investment Management Update - August 2023

Closed-End Fund Activism Update - Activist investors continue to take large positions in closed-end funds and engage in disruptive activity that may be harmful to long-term shareholders of retail closed-end funds. This...more

WilmerHale

2023 Proxy Season Update: Shareholder Activism on “E” Topics

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What a difference a year makes. A highlight of the 2022 proxy season was the increased shareholder focus on a number of ESG topics, including more than 100 “E”-related shareholder proposals related to climate change,...more

Mintz

House Financial Services Committee Criticizes ESG Regulations and Activism in Corporate America

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Last week, the House Financial Services Committee held a hearing entitled "Protecting Investor Interests: Examining Environmental and Social Policy in Financial Regulation." As indicated by the title of the hearing, the...more

Vinson & Elkins LLP

[Webinar] Navigating the 2023 Annual Meeting and Reporting Season - November 17th, 9:00 am - 12:00 pm CT

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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more

Bennett Jones LLP

Shareholder Activism in a Time of COVID-19 Uncertainty

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With the dual threat of the global COVID-19 pandemic and the oil price war between Russia and Saudi Arabia, financial markets in Canada and around the world have suffered heavy losses. As uncertainty looms, a variety of...more

WilmerHale

Report Finds Clear Trend Toward Increased Transparency in Corporate Political Spending

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A recent report by a pro-transparency group and The Wharton School found a clear trend among S&P 500 companies toward increased disclosures and oversight regarding their political spending. Per the report, more than half of...more

Nilan Johnson Lewis PA

Investor Groups Pressuring Companies to Release Under-Examined Pay Equity Audits

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More than a year since it began, companies both large and small continue to feel the impact of the #MeToo movement. Beyond auditing policies and sexual harassment training, the conversation has expanded to include pay equity....more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2019 Reporting Season

With 2018 quickly drawing to a close, attention now turns to preparing for the 2019 reporting season. As always, there are a number of compliance "musts" to focus on, as well as items that can be addressed in 2018 to make...more

Latham & Watkins LLP

Companies Must Carefully Consider ESG Disclosures Under UK Non-Financial Reporting Directive

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Companies should conduct thorough due diligence in light of closer scrutiny from stakeholders and governmental and non-governmental bodies. Companies are facing increasing pressure to report on environmental, social, and...more

Eversheds Sutherland (US) LLP

Considerations for the 2018 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more

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