Searching Content indexed under Shareholders by Cadwalader, Wickersham & Taft LLP ordered by Published Date Descending.
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SEC Revises Approach To Proxy No-Action Requests
The SEC Division of Corporate Finance (the "Division") revised its approach to no-action requests by companies wishing to exclude a shareholder's
United States
11 Sep 2019
Fiduciary Duties Of Dissenting Directors And Their Boards – Stobart v Tinkler
At the same time, the court largely endorsed the freedom of the board to silence that director with respect to public statements.
United States
2 May 2019
Shareholder Engagement With UK Companies – Proposed Changes To The Stewardship Framework
Two UK regulatory bodies are currently consulting on rules relating institutional shareholders' engagement with and stewardship of their investee companies.
20 Mar 2019
SEC Commissioner Peirce Criticizes Proxy Process
In remarks at the Council of Institutional Investors Spring Conference, SEC Commissioner Hester Peirce highlighted developments in the proxy system, touching on disclosure reform efforts...
United States
18 Mar 2019
SEC Adopts Final Rules For Disclosure Of Hedging Policies
The U.S. Securities and Exchange Commission (the "SEC") approved a final rule1 on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform ...
United States
4 Mar 2019
SEC Staff Allows Company To Exclude Shareholder Mandatory Arbitration Proposal From Proxy Materials
The staff of the SEC Division of Corporation Finance (the "Division") will not recommend enforcement action against a U.S. company for excluding a shareholder proposal from its proxy materials.
United States
19 Feb 2019
Corporations, Directors, And Officers: Potential Criminal And Civil Liability
This practice note provides an overview of the law and legal standards governing the imposition of criminal liability on officers, directors, and corporations for the acts of employees.
United States
30 Nov 2018
Delaware Court Of Chancery Finds Director Breaches Of Fiduciary Duty And Aiding And Abetting Liability For Activist Investor In Shareholder Class Action Suit
On October 16, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion in In re PLX Technology Inc. Stockholder Litigation, a dispute arising from the August 2014 merger...
United States
22 Nov 2018
Sec Roundtable Examines Proxy Process
At a roundtable event, SEC Commissioners set the stage for market participants to discuss (i) proxy voting mechanics and technology, (ii) the shareholder proposal process and (iii) the role...
United States
22 Nov 2018
SEC Division Director Expresses Support For Reg BI, Discusses Disclosure Modernization
SEC Division of Investment Management Director Dalia Blass expressed support for Regulation Best Interest (Reg BI) and discussed the recently proposed disclosure framework ...
United States
14 Nov 2018
IRS Proposes Restricting "Deemed Repatriations" By Controlled Foreign Corporations
The U.S. Treasury Department and the IRS proposed regulations that affect certain U.S. corporations that own, or are treated as owning, stock in foreign corporations.
United States
13 Nov 2018
Division Of Corporation Finance Agrees Stock In Water Company Not A Security
The SEC Division of Corporation Finance agreed that common stock issued by a mutual water company organized pursuant to the California General Corporation Law is not a "security" for purposes of the Securities Act.
United States
2 Nov 2018
SEC Division Of Corporation Finance Provides Guidance On Shareholder Proposals
The SEC Division of Corporation Finance (the "Division") provided guidance concerning when a company may exclude certain shareholder proposals in its proxy statement pursuant to Exchange Act Rule 14a-8 ("Shareholder Proposals").
United States
31 Oct 2018
SEC Commissioner Advocates for Letting Investors Make Their Own Decisions
SEC Commissioner Hester M. Peirce advocated for a flexible regulatory approach that allows firms to experiment with new technologies and provides investors with a wider selection of investment choices.
United States
17 Oct 2018
SEC Offers Guidance On Regulation Crowdfunding
In a new set of FAQs issued by staff, the SEC Division of Trading and Markets provided guidance for intermediaries offering services in connection with the offering ...
United States
7 Oct 2018
SEC Chair Advises Staff To Consider Preventive Measures In Combating Retail Investor Fraud
SEC Chair Jay Clayton asked SEC staff to examine whether the current regulatory framework effectively prevents fraudulent activity.
United States
4 Oct 2018
SEC Commissioner Criticizes Morality-Based Regulation Of Corporations
In her remarks, Ms. Peirce referenced a bill recently passed in California that would regulate the gender composition of corporate boards.
United States
28 Sep 2018
SEC Commissioner Criticizes Recent SEC Actions Relating To Proxy Advisors
SEC Commissioner Robert J. Jackson Jr. urged the SEC to preserve the current role of proxy advisors in shareholder voting.
United States
23 Sep 2018
Senator Warren Introduces Bill To Require That Large Companies Create A General Public Benefit
Senator Elizabeth E. Warren (D-MA) introduced a bill intended to get rid of "skewed market incentives" and force corporations to be more accountable to employees and other stakeholders.
United States
30 Aug 2018
SEC Provides Guidance On Online Delivery Of Investment Company Shareholder Reports
The SEC provided guidance on ICA Rule 30e-3 (the "Rule") to certain registered investment companies.
United States
15 Aug 2018
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