Most Recent Blog Posts
SEC Will Not Consider No-Action Requests To Omit Shareholder Proposals Under Rule 14a-8(i)(9)
Pending a staff review of the scope and application of Exchange Act Rule 14a-8(i)(9), it will “express no views on the application of [that rule] during the current proxy season.”
Shareholder Activism Over Proxy Access Expected to Continue
The campaign by institutional investors to give shareholders the ability to nominate directors of U.S. public companies using the company’s ballot shows no signs of slowing and continues to evolve.
NYSE Proposes Related Party Approval Exemption for Early Stage Companies
The NYSE has proposed amending its listing standards to exempt early stage companies from the requirement to obtain shareholder approval before issuing shares to related parties and affiliates.
Second Circuit Says Failure to Meet MD&A Requirements Can Lead to 10b-5 Liability
In Stratte-McClure v. Morgan Stanley, the Second Circuit held that the MD&A disclosure rules set forth in Item 303 of Regulation S-K can give rise to a Rule 10b-5 claim.
ISS Issues FAQs on Two Voting Policies
ISS recently issued FAQs addressing two of its 2015 proxy season policy updates, namely its new equity plan scorecard approach and its policy on independent board chair proposals.
Delaware Court Upholds Forum Use Restrictions in Books and Records Demand
A recent decision by the Delaware Supreme Court provides companies another tool to control the forum for costly stockholder derivative litigation.
SEC Proposes Amendments to Exchange Act Registration Requirements
As mandated by the JOBS Act, the SEC recently proposed changes to the thresholds for registration, termination of registration and suspension of reporting under Section 12(g) of the Exchange Act.
Vanguard Calls for Shareholder Liaison Committees at U.S. Public Companies
Vanguard CEO Bill McNabb revealed that Vanguard was asking the U.S. companies in which it invests to establish shareholder liaison committees in an effort to improve corporate governance.
BSA’s Misleading and Unsavory Tactics in Software Audits
In this article, you will be provided a legal background on software license disputes and tips to consider in interacting with the BSA.
Responding to Software Audits by the BSA, SIIA and Other Technology Vendors: Legal Tips and Strategy
Software audits, or inquiries by a software vendor regarding legal use of a software license, can be an intimidating experience.