Withhold campaigns are not new. However, according to Diligent Market Intelligence, 33 distinct activist withhold campaigns took place in the 12 months ended June 30, 2025, up from 23 in the same period of 2023–24 and 24...more
On November 17, 2021, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. The proposals seek to address concerns by investors and others that the current rules may...more
The US Securities and Exchange Commission (the “SEC” or the “Commission”) proposed changes to the proxy solicitation rules on November 17, 2021. The proposed changes would rescind certain new rules adopted by the SEC in July...more
The US Securities and Exchange Commission (SEC) is actively reconsidering its position on the applicability of its proxy rules to proxy voting advice. Background - In July 2020, the SEC adopted amendments to its proxy...more
On September 23, the Securities and Exchange Commission (SEC) approved amendments, originally proposed in November 2019 and discussed in a prior blog post, to Rule 14a-8, which governs the process for a shareholder to have...more
The nation’s largest shareholder advisory firm, Institutional Shareholder Services Inc. (“ISS”), recently filed suit against the SEC over new guidelines meant to give investors more transparency into how proxy advisory firms...more
On November 5, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 14a-8 under the Securities Exchange Act of 1934 in response to changes in the markets and recent shareholder proposal trends....more
On November 5, 2019, the Securities and Exchange Commission (SEC), by 3-2 votes, issued two releases proposing a number of amendments to the federal proxy rules. The first release proposed changes to certain procedural...more
With the increased concentration of share ownership by institutional investors over the past several decades, the influence of proxy advisory firms on shareholder votes has grown dramatically, all while the proxy regulatory...more
On August 21, the Securities and Exchange Commission issued guidance to clarify investment advisers’ fiduciary obligations when voting client proxies. On the same day, the SEC also issued an interpretation of Rule 14a-1(l)...more
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