Back in January, Corp Fin posted a new CFI that prohibits shareholders from filing voluntary Notices of Exempt Solicitation on EDGAR. Under Exchange Act Rule 14a-6(g), shareholders owning more than $5 million of a company’s securities generally must file a Notice of Exempt Solicitation on EDGAR – on Form PX14A6G – when soliciting shareholders on a topic without seeking to act as a proxy. However, …
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Federal Court Enjoins Company From Excluding Shareholder Proposal
We have the latest from this season’s battle in the courts over shareholder proposals. While two other courts recently have denied a preliminary injunction against exclusion, the US District Court for the District of Massachusetts went the other way last week and granted the motion for an injunction filed by the New York Common Retirement Fund – and also denied the company’s motion to dismiss …
DOL Issues Guidance Indicating That Proxy Advisors Have ERISA Fiduciary Obligations
To implement President Trump’s Executive Order from December directing the DOL to revisit fiduciary rules for those advising on shareholder rights (e.g., proxy voting), the DOL recently issued this technical release that provides: 1. Proxy advisors often qualify as investment advice fiduciaries under ERISA. 2. State laws requiring disclosure of non-financial factors in proxy advice are not preempted by ERISA. Proxy advisors act as ERISA …
The Coming Reg S-K Overhaul: The Comment Letters
Over on Cooley’s “CapitalXchange,” this blog highlights the 28-page comment letter that Cooley recently submitted to the SEC on its proposal seeking to rethink Regulation S-K. As you can tell when you read the comment letter, a lot of thought was poured into it by our team and it’s nicely organized with an easy-to-understand format. Here are the primary themes: Here are the 110 comment …
Pro Tip: An OIRA Review Means That a SEC Rulemaking is Coming Soon
As we await the SEC’s proposal on semi-annual reporting – which should be dropped any day now – it’s a good time to highlight that a rulemaking from the SEC is likely to be coming soon if its listed as being under review by the White House’s Office of Information and Regulatory Affairs (known as “OIRA”). When President Trump signed this Executive Order over a …
SEC Chairman Atkins Starts His Own Podcast!
This SEC has embraced social media more than most. I’ve seen some of the Division Directors announcing their speeches and otherwise posting nuggets on LinkedIn – something I can’t recall any prior senior Staffers doing. And now SEC Chairman Paul Atkins has launched a “Material Matters” podcast! According to the press release, Chairman Atkins will be joined by guests across the agency, government and industry, …
Section 16 for FPIs: Temporary No-Action Relief for Insiders in War-Torn Countries Extended
On Friday, Corp Fin extended the original grant of global no-action relief to insiders of foreign private issuers in countries impacted directly by the war going on in Iran – so that the compliance deadline for those insiders is May 29th (rather than the original extension deadline of April 20th, which is today). The countries impacted are those “organized and headquartered in Israel or any …
What Foreign Issuers Should Know About SEC Trading Suspensions
In this article, Cooley’s Will Pao, Tejal Shah and Bingxin Wu discuss the SEC’s suspension of trading for 14 Asia-based companies due to potential market manipulation – and recommend that foreign issuers consider evaluating their vulnerability to third-party market manipulation and develop a response plan in the event of a stock price rally that potentially triggers regulatory scrutiny.
Yes, Your CEO’s AI Prompts May Be Discoverable (and Can Be Problematic)
Recently, we were all reminded that any type of internal communications – including AI prompts! – are discoverable and can become the “smoking gun” in a lawsuit. In a $250 million M&A earnout dispute, as reflected in this court’s post-trial decision, the buyer was found by the Delaware Court of Chancery to have intentionally undermined the earnout and prevented the seller from achieving it. A …
SEC Chairman Atkins (Again) Highlights Initiative to Make IPOs Attractive
In this recent speech, SEC Chairman Paul Atkins again highlighted his three pillars in his “Make IPOs Great Again” plan (here’s a blog about his October speech kicking off this plan). The three pillars were described in this speech as: