Last week, the SEC announced that it had adopted the inflation adjustments for some of its JOBS Act rules as mandated by that Act. The JOBS Act requires the SEC to make inflation adjustments to those rules at least once every five years, which it last did in April 2017. Here’s the SEC’s fact sheet
Corp Fin New “Universal Proxy” CDI May Require Proxy Disclosure
As universal proxy kicks in (it applies to any shareholder meetings involving a director election starting today, September 1st), Corp Fin issued three CDIs regarding Rule 14a-19 last week. To access these three new “Proxy Rules & Schedule 14A/14C” CDIs, you’ll need to search for, or scroll down to, 139.01, 139.02 and 139.03
6 Nuggets from BlackRock’s 2022 Stewardship Report
Last month, BlackRock published its 2022 Investment Stewardship report weighing in at 72 pages and covering engagements and voting from July 1, 2021 through June 30, 2022.
The report highlights BlackRock’s long-term investment focus and multi-year engagements with companies, as well as the growth of BlackRock Voting Choice, highlighted in Erin Gordon’s recent blog post
New Legislation Imposes Excise Taxes on Stock Repurchases: 9 Things to Know
A few days ago, President Biden signed the Inflation Reduction Act of 2022 into law – and there’s a number of items to unpack in it. This blog tackles nine things to know about the new excise tax equal to 1% of the fair market value of any stock repurchased by certain (generally domestic) corporations
Delaware Allows Companies to Exculpate Officers From Personal Liability!
It’s that time of year when Delaware legislation announces changes to the Delaware General Corporation Law – and this year’s changes are a biggie! Nothing scares an officer more than the prospect of personal liability for discharging their duties. Now Section 102(b)(7) of the DGCL has been amended to allow Delaware corporations to exculpate their
SEC Changes the Proxy Voting Advice Rules (Again)
Last week, the SEC adopted rule amendments to the proxy voting advice rules – in a 3-2 vote – reversing course on most of the rule changes adopted a scant two years ago involving how proxy advisors operate. The SEC refers to proxy advisors as “proxy voting advice businesses” – or “PVABs” – but I’m sticking to “proxy advisors.” Here’s the 104-page adopting release.
Continue Reading SEC Changes the Proxy Voting Advice Rules (Again)
SEC Proposes Changes to Three Shareholder Proposal Exclusion Bases
Yesterday, at an open Commission meeting, the SEC proposed a number of rulemakings: one of which proposes revising three bases for exclusion under Rule 14a-8 [the SEC also amended the proxy advisor rules; we’ll have a blog on that soon enough]. Here’s the shareholder proposal fact sheet and the 82-page proposing release. The comment
Should You Disclose the Identity of a Shareholder Proponent in Your Proxy?
A question we sometimes hear from clients during proxy season is whether to include the name of the proponent in the proxy statement with a shareholder proposal made under Rule 14a-8. Rule 14a-8(l) allows a company to decide whether to include information in the proxy statement on a proponent (name, address, and number of shares
SEC Finally Mandates E-Filings for Forms 144 and Glossy Annual Reports
Given how old that the SEC’s Edgar now is, it’s always surprising to realize that the SEC still allows some forms to be filed on paper. But those days will soon be behind us as the SEC recently amended its rules to require electronic filing of additional forms, including:
- Forms 144 – Effective six months
The SEC’s Power & Authority Challenged in an ALJ Court Decision
Not too long after the U.S. Supreme Court granted cert to review a decision that involves whether the SEC’s administrative law judges are unconstitutionally protected from removal, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit ruled – in a 2-1 decision – that the SEC’s ALJ system violated a person’s