A few days ago, Corp Fin issued three more CDIs related to universal proxy. As we blogged about back then, Corp Fin issued three universal proxy CDIs back in September – and now we have three more. The first two new ones address issues related to disputes over shareholder compliance with advance notice bylaws, and…

The SEC has calendared an open Commission meeting for next Wednesday, December 14th when it will consider no fewer than five rulemakings. The Corp Fin-related rulemaking to be considered for adoption is the one relating to Rule 10b5-1 plans, insider trading policies and procedures, as well as amendments regarding the disclosure of the timing of…

As I’ve been covering the SEC doing this blogging thing for quite a while now, I can tell you on good authority that the SEC’s Enforcement Division has averaged roughly one Reg FD case per year since FD was adopted in the year 2000. The latest Reg FD action came a few days ago when…

About a month after proposing changes to its voting policies, ISS announced its updated 2023 voting policies last week (here is the final policy updates — and here is an executive summary). The updated policies will generally be applied for shareholder meetings taking place on or after February 1st.

The key new policy…

Here’s the intro from this memo by Perkins Coie’s Margaret Winterkorn Meyers and April Goff: “The U.S. Department of Justice (DOJ) recently released new guidance announcing several policy changes to further strengthen and clarify its approach to prosecuting corporate crime. The guidance, released through a memorandum by Deputy Attorney General Lisa Monaco (the Monaco Memo…

As announced in this November 15th press release, the Russell 3000 Board Diversity Disclosure Initiative recently sent letters to Russell 3000 companies urging them to report the race, ethnicity, and gender of each individual director on their boards. The press release acknowledges that 63% of companies disclose board diversity information on an aggregated basis…

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…

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 …