A few days ago, a trio of federal agencies – the Department of Defense, General Services Administration, and NASA – proposed changes to the Federal Acquisition Regulation (FAR) to require federal contractors to make certain climate-related disclosures, mostly about GHG emissions. Here is the proposed rule as published in the Federal Register. Comments are due
SEC Adopts Form N-PX Changes: 4 Things to Know
Last week, the SEC adopted changes to Form N-PX in an effort to make the proxy voting by mutual funds, exchange-traded funds, and other registered funds more transparent. The new rules become effective for votes occurring on or after July 1, 2023—so they won’t be reflected in N-PX filings until 2024. Here’s the SEC’s fact
The SEC Will Consider Adopting Clawback Rules on Wednesday
The SEC has calendared an open Commission meeting for Wednesday – October 26th – during which it’s likely that the SEC will adopt final clawback rules. You might recall that the SEC has given commenters two bites at the apple, with an initial rule proposal released in 2015 and then reopening that proposal in October
SEC Enforcement Action Brings Rule 10b5-1 Plans Into Spotlight
Last December, the SEC proposed rules that would alter how some Rule 10b5-1 plans work, including requiring a 120-day cooling-off period for officers and directors, and a ban on overlapping plans. Much ink has been spilled on that rule proposal—see our blog and the comments sent in on that proposal.
Even though the
SEC Adopts JOBS Act Inflation Adjustments
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.
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