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 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...
The SEC staff has changed its policy on issuing no-action letters to companies seeking to exclude a shareholder proposal from a proxy statement. The agency said it may sometimes respond o...
On August 21, 2019, the Securities and Exchange Commission approved two significant measures related to the increasingly large role of proxy advisory firms in the corporate voting process...
State Street’s letter to board members advises companies that this year they intends to focus on corporate culture as one of many key intangible value drivers. Through engagement, they...
CII has published an update to its analysis of disclosure on board evaluations in proxy statements, highlighting as “Seven Indicators of Strength” a wish list of information.
The repo...
