Securities Exchange Act, Shareholders, Corporate Governance

It's Confirmed: 2020 Proxy Advisor Regulations Exceed the SEC's Authority

Jones Day on 7/2/2025

On July 1, 2025, a federal court of appeals held that the SEC's regulation of proxy advice exceeded its authority and the SEC's 2020 proxy advisor regulations are not valid. The court closely tracks the district court's...more

Eastern District Of New York Dismisses Securities Class Action Against Exercise Equipment Company For Failure To Plead Falsity and...

A&O Shearman on 3/12/2025

On February 14, 2025, Judge Margo Brodie of the United States District Court for the Eastern District of New York granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the...more

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

Husch Blackwell LLP on 3/7/2025

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

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

DLA Piper on 3/5/2025

In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L).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

SEC staff revives former guidance on shareholder proposals raising social policy issues

Hogan Lovells on 2/28/2025

On February 12, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14M (SLB 14M) to update its guidance on the “economic relevance” and “ordinary business” exclusions in Exchange Act Rule 14a-8, which...more

SEC Division of Corporate Finance Updates C&DIs Related to the Eligibility to File Schedule 13G

Dorsey & Whitney LLP on 2/27/2025

On February 11, 2025, the Securities and Exchange Commission Division of Corporate Finance (Corp Fin) posted two Compliance and Disclosure Interpretations (C&DIs): revised Question 103.11 and new Question 103.12 related to a...more

No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L

Bass, Berry & Sims PLC on 2/19/2025

On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates...more

SEC Staff Adopts Significant New Guidance Affecting Shareholder Proposals and Engagement

Cooley LLP on 2/17/2025

On February 11 and 12, 2025, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) provided a pre-Valentine’s Day treat for public companies and shareholders to digest in the...more

Corp fin posts two new CDIs on Schedules 13D and 13G

Cooley LLP on 2/14/2025

Corp Fin has posted two new CDIs regarding filing of Schedules 13D and 13G under Exchange Act Sections 13(d) and 13(g) and related Rule 13d-1. The new CDIs address issues related to determining, for purposes of eligibility to...more

Back to the Future: SEC Staff Issues Sweeping New Guidance on Shareholder Proposals Mid-Season

Morrison & Foerster LLP on 2/14/2025

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

Delaware Supreme Court reverses trial court for failing to apply "Interrelated Wrongful Acts" analysis correctly

Kennedys on 2/7/2025

On February 4, 2025, the Delaware Supreme Court, sitting en banc, determined that the Wrongful Acts alleged in a securities class action against Alexion Pharmaceuticals, Inc. had a “meaningful linkage” with the Wrongful Acts...more

Can Reincorporation And Share Increase Proposals Be Bundled?

Allen Matkins on 1/21/2025

In this earlier post, I commented on the preliminary proxy materials filed by P.A.M. Transportation Services, Inc. (nka PAMT Corp) At the time, my interest was the company's proposal to reincorporate in Nevada from...more

Enforcement offers a reminder about disclosures of related-person transactions

Cooley LLP on 1/15/2025

Just in time for the commencement of proxy season we have this reminder from SEC Enforcement about disclosures of related-person transactions. Failure to properly report on a related-person transaction has been a subject of...more

McMahon takes a bump

Cooley LLP on 1/13/2025

On Friday, the SEC announced settled charges against Vince McMahon, founder, controlling shareholder and former Executive Chair and CEO of World Wrestling Entertainment, for “knowingly circumventing WWE’s internal accounting...more

Fifth Circuit Rejects Challenge to SEC Rule 14a-8 No-Action Letter

Fenwick & West LLP on 11/18/2024

Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on 11/16/2023

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more

2023 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on 7/20/2023

On July 17, 2023, Delaware Governor John Carney signed into law the 2023 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

SEC Revisits Shareholder Proposal Rule

WilmerHale on 7/26/2022

The Securities and Exchange Commission recently revisited two proxy-related matters by (a) adopting amendments to the proxy rules governing proxy voting advice and (b) proposing amendments to the shareholder proposal rule in...more

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

A&O Shearman on 7/19/2022

On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...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 Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on 11/10/2021

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

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