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Shareholders Corporate Governance Securities and Exchange Commission (SEC)

Ropes & Gray LLP

Capital Markets & Governance Insights - July 2025

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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 fourteen of...more

Carey Olsen

Bermuda Court confirms personal right of action of company directors to end wrongful exclusion

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In two notable recent judgments, the Bermuda Supreme Court ruled that a director of a Bermuda company was entitled to an interim injunction prohibiting the company and its other directors from improperly excluding him from...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - July 2025

In this issue, we recap significant developments in the Delaware courts affecting corporations, their boards and managements. Don’t Call It a Comeback: A Decade Later, the Corwin Doctrine Still Packs a Knockout Punch - ...more

Thomas Fox - Compliance Evangelist

10 For 10: Top Compliance Stories For the Week Ending July 19, 2025

Welcome to 10 For 10, the podcast that brings you the week’s top 10 compliance stories in one episode each week. Tom Fox, the Voice of Compliance, brings to you, the compliance professional, the compliance stories you need to...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

McDermott Will & Emery

SEC hosts roundtable on executive compensation disclosure requirements

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On June 26, 2025, the US Securities and Exchange Commission (SEC) hosted a roundtable attended by issuers, institutional investors, third-party advisors, and industry groups to discuss potential updates to current executive...more

Vinson & Elkins LLP

Insights from the SEC Roundtable on Executive Compensation Disclosure Requirements

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On June 26, 2025, the U.S. Securities and Exchange Commission (“SEC”) hosted a roundtable on executive compensation disclosure requirements. As noted in prior Insights, the SEC convened the roundtable to evaluate the...more

Troutman Pepper Locke

SEC Conducts Roundtable on Executive Compensation Disclosure Practices

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As previewed in our previous blog post, the Securities and Exchange Commission (SEC) hosted a roundtable on executive compensation disclosure on June 26, with panelists considering whether and to what extent the current...more

Cooley LLP

SEC Roundtable on Executive Compensation: Quick Debrief

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As previewed in this May 22 Cooley alert, on Thursday, June 26, the Securities and Exchange Commission (SEC) hosted a roundtable meeting to discuss potential updates to the existing executive compensation disclosure...more

Goodwin

Shareholder Activism in the REIT Sector: An Evolving Landscape

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Shareholder activism in the public REIT sector has evolved from a marginal tactic employed by a small number of high-profile hedge funds into a persistent, structural feature of corporate life. The public REIT model, long...more

Vinson & Elkins LLP

SEC Roundtable on Executive Compensation Disclosure Requirements: June 26, 2025

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As we previously noted last month, the SEC is hosting a roundtable on the executive compensation disclosure requirements on June 26, 2025. In advance of the roundtable, the SEC has finalized and released a detailed agenda and...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

Mintz - Employment Viewpoints

Mintz On Air: Practical Policies – Same Rules, Different Disclosures: Public Company DEI Reporting in a New Federal Legal Paradigm

In the latest episode of the Mintz On Air: Practical Policies podcast, Member Jen Rubin is joined by Member Anne Bruno to discuss public company DEI reporting in today’s evolving federal legal landscape. This episode is part...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

Cooley LLP

The SEC’s Executive Pay Disclosure Roundtable: Agenda Announced

Cooley LLP on

As I blogged last month, the SEC is holding a half-day roundtable on Thursday, June 26th to consider whether the SEC’s executive pay disclosure requirements need updating. At the time, the public was invited to submit...more

Troutman Pepper Locke

Executive Compensation Disclosures Are Back on the (Round)table at the SEC

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The SEC announced on May 16 that it will host a roundtable discussion with representatives from public companies, compensation consultants, lawyers, investors, and other stakeholders on the topic of executive compensation...more

Paul Hastings LLP

Biotech Spin-Off Transactions

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As we previously discussed (here and here), the biotech mergers and acquisitions market currently faces significant headwinds. These challenges include frozen capital markets, regulatory uncertainty at the Food and Drug...more

Woodruff Sawyer

Cracks in the Boardroom: Governance Lessons from a High-Profile Public Company Director Exit

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Most director resignations are routine affairs, but that was not the case with a recent and very public director resignation. This resignation and others like it may serve as a cautionary tale for any board. In this week’s...more

Maynard Nexsen

A New Chapter in Shareholder Engagement?  What the SEC’s Revised Schedule 13G/D Guidance Means for Public Companies

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Under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shareholders that beneficially own more than five percent of an issuer’s outstanding publicly traded voting equity...more

Mayer Brown Free Writings + Perspectives

Rethinking Disclosure: Reimagining Executive Compensation Rules

On June 26, 2025, the Securities and Exchange Commission (“SEC”) will host a roundtable to explore potential changes to executive compensation disclosure requirements.  This event, highlighted in the SEC’s official...more

Cooley LLP

Changes Brewing For Executive Compensation Disclosure Requirements?

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The Securities and Exchange Commission (SEC) last week announced that, on June 26, 2025, it will host a roundtable meeting to discuss potential updates to the existing executive compensation disclosure requirements. The...more

Allen Matkins

Should Nevada Corporations Say Goodbye To Ratification Of Auditor Appointments?

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According to this Form 8-K filed on April 29, 2025, Tripadvisor, Inc. finally completed its reincorporation from Delaware to Nevada by means of a statutory conversion, which it erroneously denominated a...more

Mayer Brown

Shareholder Proposals in the Wake of Staff Legal Bulletin 14M

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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

Cooley LLP

The SEC’s Upcoming June 26th Executive Pay Roundtable

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On Friday, the SEC announced that it would host a roundtable on executive compensation disclosure requirements on June 26th with investor and public company representatives (and others) as part of the process “to ensure that...more

Stinson - Corporate & Securities Law Blog

Is There a Simplification of the SEC’s Executive Compensation Rules in the Works?

The SEC announced today that it will host a roundtable on June 26, 2025, to discuss executive compensation disclosure requirements. The roundtable’s agenda and speakers will be disclosed at a later date....more

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