News & Analysis as of August 10, 2025

Corporate Governance

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

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SEC Staff Expands Confidential Review Accommodations for Certain Issuers and Transactions

WilmerHale on 3/12/2025

On March 3, 2025, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued new guidance, effective immediately, significantly expanding the ability of companies to...more

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on 11/16/2021

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

Excluding a Shareholder Proposal? Not So Fast…

BCLP on 11/15/2021

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

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on 11/8/2021

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

SEC Adopts Amendments to Shareholder Proposal Rule

Herbert Smith Freehills Kramer on 10/2/2020

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

SEC Modifies Shareholder Proposals Framework

Stinson - Corporate & Securities Law Blog on 9/25/2020

On September 23rd, the Commission adopted rules altering the shareholder proposals submission (and re-submission) framework under Rule 14a-8 of the Exchange Act for the first time in over twenty years....more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Corporate & Financial Weekly Digest, Featuring Articles on the Latest FINRA Guidance on CAB Rules and Fees; New HSR Filing...

Katten Muchin Rosenman LLP on 2/11/2020

SEC/CORPORATE - SEC Proposes Amendments to Financial Disclosure in Regulation S-K and Issues New Guidance - On January 30, the Securities and Exchange Commission voted to propose amendments to certain financial...more

Considerations for the 2020 proxy season

Eversheds Sutherland (US) LLP on 1/14/2020

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new guidance from the Securities and Exchange Commission (SEC) and recommendations from Glass, Lewis & Co. (Glass...more

Recent Developments and Other Considerations

Snell & Wilmer on 1/8/2020

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

SEC Staff Issues Another Staff Legal Bulletin on Shareholder Proposals

Wilson Sonsini Goodrich & Rosati on 10/25/2019

On October 16, 2019, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) published Staff Legal Bulletin (SLB) No. 14K providing guidance on Rule 14a-8 under the Securities Exchange...more

Securities and Corporate Governance Update – October 2019

BCLP on 10/24/2019

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. In this edition, we review: ...SEC Changes Approach to Shareholder Proposal No-Action Requests ...SEC Issues...more

Observations and Recommendations on the SEC’s Recent Process Changes for Excluding Shareholder Proposals

Dorsey & Whitney LLP on 9/17/2019

Earlier this month, the SEC’s Division of Corporation Finance announced that its staff may respond orally instead of in writing to some shareholder proposal no-action requests, beginning with the 2019-2020 proxy season. ...more

SEC Warns Advisers to Up Their Game on Proxy Voting

Katten Muchin Rosenman LLP on 9/11/2019

On August 21, a sharply divided Securities and Exchange Commission (SEC) issued two interpretive releases addressing the proxy voting obligations of investment advisers and the obligations of proxy advisory firms....more

Who Watches the Watchers? SEC Issues Guidance on Proxy Advisory Firms

Bennett Jones LLP on 9/10/2019

The United States Securities and Exchange Commission (SEC) recently issued guidance on the applicability of certain U.S. proxy rules to voting advice given by proxy advisory firms, such as ISS and Glass Lewis. This initiative...more

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

Perkins Coie on 9/3/2019

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the...more

SEC Guidance Issued on Proxy Matters

Mayer Brown Free Writings + Perspectives on 8/21/2019

At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided...more

SEC Issues Additional Guidance Related to Shareholder Proposals

BakerHostetler on 11/20/2017

On Nov. 1, 2017, the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin (SLB) No.14I to provide additional guidance related to shareholder proposals and Exchange Act Rule 14a-8. Specifically, the SLB...more

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