The approaching proxy season presents an opportunity to update and refresh the proxy statement to meet evolving investor needs and expectations.
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.
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.
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.
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.”
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.
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.
A recent decision by the Delaware Supreme Court provides companies another tool to control the forum for costly stockholder derivative litigation.