Daily Compliance News: August 5, 2025, The Staying Focused Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Daily Compliance News: June 17, 2025, The JBS Goes Public Edition
Everything Compliance: Episode 155, To Tesla and Beyond Edition
Everything Compliance: Shout Outs and Rants - Episode 155
Compliance into the Weeds: Of Wal-Mart, Tariffs and Stakeholder Capitalism
Daily Compliance News: May 15, 2025, The Downfall in Davos Edition
Daily Compliance News: March 28, 2025, The Cave or Go To Trial Edition
FCPA Compliance Report: Celebrating the 2025 World’s Most Ethical Companies: Highlights with Erica Salmon Byrne
The SEC's Reach Beyond Publicly Traded Companies
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Public Offering?
PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What Are the Differences Between Private & Public Offerings?
“Monsters, Inc.” y el buen gobierno corporativo
Meeting the Proposed SEC Climate Disclosure Requirements
The Justice Insiders Podcast - Human Beings: Cybersecurity's Most Fragile Attack Surface
JONES DAY TALKS®: Court Grants Stay on SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast
SEC’s New Cyber Rules for Publicly Traded Companies — The Consumer Finance Podcast
PLI's inSecurities Podcast - Commissioner Uyeda on “the Perils of Regulation by Theory and Hypothesis”
Last week, the SEC issued a notice of formal withdrawal for 14 proposed rulemakings that were issued a few years ago – these rules were never adopted. The only Corp Fin rulemaking in this group was this proposal from 2022...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The SEC has withdrawn proposed rules captioned “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8.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
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M...more
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
On February 12, 2025, the U.S. Securities and Exchange Commission (the Commission) Division of Corporation Finance staff (the staff) issued Staff Legal Bulletin No. 14M (SLB 14M) to provide informal guidance on shareholder...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more
The SEC’s shareholder proposal rule was the subject of a speech by SEC Commissioner Mark Uyeda on June 21, 2023 at the national conference of the Society for Corporate Governance. The speech identifies troubling trends...more
Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of...more
The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...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
On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more
Things are getting interesting, and the shareholder proposal and annual meeting season has only barely kicked off. On Wednesday, November 3, the Division of Corporation Finance (the “Division”) of the Securities and Exchange...more
On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the...more
The Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow have sued the SEC to invalidate the most recent amendments to Rule 14a-8 which permits small shareholders to submit proposals to public...more
In September 2020 the SEC adopted final rules altering the shareholder proposal framework for the first time in 20 years. Following another split-vote of the Commissioners, the SEC approved modifications to the current...more
The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder proposals for inclusion in a company’s...more
On September 23, the Securities and Exchange Commission adopted amendments to the “shareholder proposal rule” set forth in Rule 14a-8 of the Securities Exchange Act of 1934, which governs the process for a shareholder to have...more
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to modernize Rule 14a-8, which governs the process for shareholder proposals to be included in a company’s proxy statement. ...more
On September 23, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (Rule 14a-8). The SEC initially proposed amendments to Rule 14a-8...more