To help guide public companies in preparing their annual reports and proxy statements for the 2020 season, we examined the climate change and human capital management disclosures that hav...
The SEC today rejected the proposed NYSE rule change that would have permitted companies to raise capital in a direct listing. The NYSE has confirmed that it plans to revise and resubmit...
The NYSE has filed a proposed rule change with the Securities and Exchange Commission that would permit companies to raise capital in a direct listing. Under the proposed rule change, an ...
Two recent Delaware decisions have made clear that courts will not give business judgment rule deference where boards of directors allegedly failed to implement or monitor oversight syste...
On November 5, 2019, at an open meeting the SEC voted (3 to 2) to propose amendments to the proxy rules. The proposed amendments relate to regulating proxy advisory firms. The SEC also vo...
At an open meeting yesterday, the Securities and Exchange Commission proposed substantial amendments to the shareholder proposal rules. One proposed change is a stricter, tiered approach ...
On October 16, 2019, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14K. SLB 14K outlines the analytical framework of the Division regarding Exchange Act Rule 14a...
On September 26, the SEC announced a welcome, broad expansion of “testing the waters” flexibility for all companies. Under new Rule 163B, all companies, and persons authorized to act ...
On August 21, 2019, the SEC issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities (the “Guidance”) and an interpretation that proxy voting ad...
On Sept. 6, the U.S. Securities and Exchange Commission staff announced a significant change to its policy on issuing no-action letters to companies seeking to exclude a shareholder propo...
