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Securities and Exchange Commission (SEC) Shareholders Securities Regulation

Proskauer Rose LLP

A Securities and Exchange Commission (SEC) Analisará os Critérios de Elegibilidade para Emissores Privados Estrangeiros (Foreign...

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Empresas latino-americanas com valores mobiliários registrados nos Estados Unidos, ou que pretendem registrá-los, devem ficar atentas. A SEC (Comissão de Valores Mobiliários dos EUA) publicou um “concept release” propondo...more

Sheppard Mullin Richter & Hampton LLP

Plain Speaking Wins the Day with D.C. Court of Appeals: Proxy Advisors Are Not Subject to SEC Rule 14(A) Solicitation Prohibition

The United States Court of Appeals for the District of Columbia Circuit recently held that the Securities and Exchange Commission (“SEC”) and the securities industry were effectively “separated by a common language.” Giving...more

Ropes & Gray LLP

Supreme Court to Consider Closing a Back Door to Fund Litigation Claims Under the Investment Company Act

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On June 30, the U.S. Supreme Court agreed to hear a case that will determine whether Section 47(b) of the Investment Company Act of 1940 (ICA) creates a private right of action for shareholders of registered investment...more

Carlton Fields

Takeaways from the SEC Roundtable on Executive Compensation Disclosure Rules

Carlton Fields on

On June 26, the Securities and Exchange Commission hosted a roundtable discussion about potential changes to existing executive compensation disclosure requirements. In the lively discussion, panelists representing issuers,...more

Ropes & Gray LLP

SEC Reverses Course on Gensler-Era Rule Proposals – Withdraws Proposed Amendment to its Shareholder Proposal Rule

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In a broad reversal of course on proposed rules issued by the Securities and Exchange Commission (SEC) under the leadership of former SEC Chair Gary Gensler, on June 12, 2025, the SEC issued a notice withdrawing 14 of the...more

Cooley LLP

The SEC Withdraws Its Shareholder Proposal Rule Proposal That Would Have Modified Three Bases for Exclusion

Cooley LLP on

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

Mayer Brown

Shareholder Proposals in the Wake of Staff Legal Bulletin 14M

Mayer Brown on

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

Allen Matkins

Issuer Retreats From Racial Share Allocation Scheme

Allen Matkins on

In February, I wrote about a proposed offering that involved a racially based share allocation scheme. Last month, it appeared that the offering was stalled at the Securities and Exchange Commission. Recently, the company,...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Moves Quickly To Create a Regulatory Framework for Cryptocurrencies and Reconsider Its Rules and Guidance - The Trump...

Paul Atkins has been confirmed as SEC chair, succeeding Acting Chair Mark Uyeda, who initiated significant regulatory actions....more

Paul Hastings LLP

Public Company Watch: Q1 2025

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The Q1 2025 edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning....more

Woodruff Sawyer

What You Don’t Disclose Can Hurt You: The Power of Proactive Risk Factor Disclosures

Woodruff Sawyer on

With evolving regulations and emerging risks—including tariffs, DEI-related controversies, and cybersecurity concerns—some public companies are refining their approach to assessing and updating risk factor disclosures. Beyond...more

Troutman Pepper Locke

New Texas Stock Exchange Aims at Nasdaq and NYSE

Troutman Pepper Locke on

On April 4, the Texas Stock Exchange's (TXSE) Form 1 application for registration as a national securities exchange was publicly released by the U.S. Securities and Exchange Commission (SEC). The application contains a wealth...more

Cooley LLP

Nasdaq’s Recommendations for a Better Capital Market

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Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...more

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates – Part 1

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Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more

Eversheds Sutherland (US) LLP

SEC revamps approach to shareholder proposal exclusions

On February 12, 2025, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) released new guidance regarding shareholder proposals submitted pursuant to Rule 14a-8 under the Securities...more

Jones Day

The Relevance of "Economic Relevance"

Jones Day on

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

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

ArentFox Schiff

Nasdaq Amends Proposal to Modify Rule for Initial Listing Liquidity Requirements

ArentFox Schiff on

In December 2024, the Nasdaq Stock Market LLC submitted a proposal to the US Securities and Exchange Commission (SEC) to modify its requirements for calculating the minimum Market Value of Unrestricted Publicly Held Shares in...more

White & Case LLP

“Under Pressure”: Walking the Fine Line of Section 13(d) Passive Investor Status

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On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more

Mayer Brown

SEC Staff Issues Legal Bulletin Announcing Changes to Shareholder Proposal Review Process During the 2025 Proxy Season

Mayer Brown on

On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part...more

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

Cohen & Gresser LLP on

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

DLA Piper

To Control or Not to Control: SEC Issues New Guidance Impacting Schedule 13G filers

DLA Piper on

The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders....more

Skadden, Arps, Slate, Meagher & Flom LLP

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being...more

Husch Blackwell LLP

SEC Staff Issues New Guidance on Shareholder Proposals and Schedule 13G Eligibility

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On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more

Sullivan & Worcester

New SEC Guidance May Lead to More 5% Shareholders Having to File Schedule 13Ds

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The SEC’s Division of Corporation Finance recently published a new Compliance and Disclosure Interpretation (CD&I) 103.12 regarding shareholders’ engagement with issuers’ management in the context of eligibility to report on...more

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