The John L. Weinberg Center for Corporate Governance, in coalition with several major industry organizations, seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8) through a new survey.
Recent remarks from the Chairman of the U.S. Securities and Exchange Commission
Although it may seem early, it is already time to start preparing for the 2026 annual report and proxy season. While many disclosure requirements remain consistent from prior years, there has been a significant shift in the focus of, and discourse relating to, the priorities of the Securities and Exchange Commission. Practitioners started to see
Webinar | October 15, 2025
12:00 p.m. – 1:00 p.m. EST
Register here.
Join us for a virtual moderated conversation with Jonathan F. Foster, author of On Board: The Modern Playbook for Corporate Governance.
As a former banker and a director of many public and private companies, Jonathan F. Foster brings to bear
On September 3, 2025, Nasdaq filed two rule proposals with the Securities and Exchange Commission (SEC) to amend its initial and continuing listing standards. The first proposal would increase minimum requirements for public float and capital raised in IPOs and establish new suspension and delisting procedures for issuers that fail to meet Nasdaq’s continued listing
Companies and investors use information related to environmental, social or governance (“ESG”) factors to provide a company-wide view of sustainability and other priorities. This includes how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and
The 2025 proxy season is just past its peak. We summarize below key emerging trends in shareholder proposals and no-action requests so far this season. A more comprehensive review of the 2025 proxy season will need to wait until all voting results are in. However, the trends so far may be instructive to boards as
On June 4, 2025, the U.S. Securities and Exchange Commission (the “SEC”) issued a concept release soliciting public comment on the definition of foreign private issuer (“FPI”), particularly on whether the current definition should be amended in an effort to protect U.S. investors while continuing to facilitate capital formation. The SEC is focused on the
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M rescinded previous Staff guidance on no-action requests, pursuant to which a company can attempt to exclude a shareholder proposal from
In this episode, Robyn Bew, EY Americas Center for Board Matters Director, shares insights from the EY Americas Board Priorities 2025 report. Robyn discusses how corporate boards’ priorities have evolved year-over-year, including oversight of management’s response to volatile economic conditions and capital allocation strategies. Our guest also talks about directors’ increased focus on innovation
Shannon Nash, a chief financial officer, public company board director, investor, qualified financial expert, attorney and CPA with over 25 years of experience, is also a documentary film director. Shannon produced the documentary OnBoard, which is the story of the first African American woman to serve on a public company board. In this MB Sounding