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Paul Hastings LLP

Public Company Watch: Q2 2025

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This 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

Vinson & Elkins LLP

Texas Hold ‘Em: New Law Requires Proxy Advisors to Show Their Cards if “Nonpecuniary” Factors Guide Voting Recommendations -...

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On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 (“SB 2337”), a novel regulation that will require significant disclosure obligations for proxy advisors, such as ISS and Glass Lewis, for their voting...more

Blake, Cassels & Graydon LLP

Alberta Securities Commission Releases Reasons for Cease-Trading Retroactive Poison Pill

On July 22, 2025, the Alberta Securities Commission (ASC) released reasons for its decision to cease-trade a shareholder rights plan of Greenfire Resources Ltd. The rights plan had been adopted in response to the announcement...more

Latham & Watkins LLP

Digitisation Taskforce Unveils the End of Paper Share Certificates

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Final report recommends the digitisation of UK shareholdings through a fully intermediated system of shareholding, with an interim phase of digitised share registers....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

Jones Day

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

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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

Herbert Smith Freehills Kramer

Takeovers Panel drops a suite of new considerations for voting intention statements

In the recent decision in Re Dropsuite Limited [2025] ATP 10, the Takeovers Panel concluded that a voting intention statement given by a substantial shareholder in the usual form was ‘ambiguous’ as to whether that shareholder...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

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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

Wilson Sonsini Goodrich & Rosati

SEC Announces Agenda for Upcoming Executive Compensation Roundtable

On June 11, 2025, the U.S. Securities and Exchange Commission announced the agenda and panelists for its upcoming Roundtable on Executive Compensation Disclosure Requirements. The Roundtable will be held on June 26, 2025,...more

Cozen O'Connor

CSA Expands LIFE Exemption: Blanket Relief Order Increases Capital Raising Limits for Listed Issuers

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On May 14, 2025, the Canadian Securities Administrators (the CSA) issued Coordinated Blanket Order 45-935 (the Blanket Order), introducing targeted relief from certain limitations of the Listed Issuer Financing Exemption (the...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

Wilson Sonsini Goodrich & Rosati

SEC Announces Upcoming Roundtable on Executive Compensation Disclosure Requirements

On May 16, 2025, the U.S. Securities and Exchange Commission announced that it will host a Roundtable on Executive Compensation Disclosure Requirements on June 26, 2025. SEC Chairman Paul S. Atkins issued a statement on the...more

Cooley LLP

Five Wild Things About the New Texas Shareholder Proposal Law

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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

Jones Day

Holding Proxy Advisors' Feet to the Fire

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Proxy advisors, and specifically ISS and Glass Lewis, are in the business of advising asset managers on whether to vote for or against the thousands of director nominees and proposals that are presented to shareholders each...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

Hogan Lovells

UK Capital Markets: London Stock Exchange launches market discussion on the future of AIM

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On 7 April 2025, the London Stock Exchange (LSE) published a discussion paper ‘Shaping the Future of AIM’ (Discussion Paper) inviting feedback on proposals to develop the overall AIM market framework and update the AIM Rules...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

Conyers

Sunrise Radio Considered – Is a Debt-for-equity Swap Carried Out at an Undervalue Unfairly Prejudicial?

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On 27 March 2025, the Eastern Caribbean Supreme Court, sitting in the Territory of the Virgin Islands, handed down its decision in BVIHCMAP2024/0002 Amstel Investment Holdings Limited and others v AMS Holdings Limited and...more

Venable LLP

Chancery Court Dismisses Equitable Challenge to Advance Notice Bylaws as Unripe

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Invoking the recent Delaware Supreme Court decision Kellner v. AIM ImmunoTech Inc., 320 A.3d 239 (Del. 2024) (“Kellner”), the Court of Chancery held that equitable challenges to the enforceability of advance notice bylaws are...more

Mayer Brown Free Writings + Perspectives

Nasdaq Releases Policy Recommendations to Promote Capital Formation

In March 2025, Nasdaq released a comprehensive set of policy recommendations intended to advance capital formation in a paper titled “Advancing the U.S. Public Markets: Unlocking Capital Formation for a Stronger American...more

Conyers

Updates to the HKEX Paperless Listing Regime – Are You In Compliance?

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The Stock Exchange of Hong Kong Limited published on 24 January 2025 its Conclusions on Further Paperless Listing Reforms. The proposals adopted include, among others, that issuers are to: - provide securities holders...more

Troutman Pepper Locke

New Texas Stock Exchange Aims at Nasdaq and NYSE

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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

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