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)

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…

A few weeks ago, the SEC released its latest Reg Flex Agenda – and it has listed its climate disclosure rulemaking proposal as one that could potentially get completed by this October! Wow!

The extended comment period just ended for that proposal – although the SEC typically will review comment letters submitted after a deadline.

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:

1. Forms 144 – Effective six months

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…

This client alert authored by Kathryn Campbell, Gina Buschatzke and Emily Craven covers what some senior SEC Enforcement officials discussed at a recent conference.  The bottom line is that the SEC’s intention is clear – to continue to pursue enforcement actions aggressively.

Last week, a California Superior Court in Los Angeles County delivered this Crest v. Padilla decision that found that the California law requiring that California-headquartered companies have a minimum number of women directors – known as “SB 826” – violates the California Constitution’s Equal Protection Clause. This decision comes on the heels of a lengthy…

Not surprising given how so many companies have been struggling over the past month to keep up with the changes wrought by Russia’s invasion of Ukraine, Corp Fin posted this “sample letter to companies” last week regarding disclosure about the invasion and the related supply chain issues. The Corp Fin Staff has begun…