Liz Walsh

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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 Among other things, SLB 14M rescinded previous Staff guidance on no-action requests, pursuant to which a company can attempt to exclude a shareholder proposal from…

On April 25, 2025, the staff (the “Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced several new, withdrawn or revised Compliance and Disclosure Interpretations, all relating to Exchange Act Rule 10b5-1, covering trading “on the basis of” material nonpublic information as it relates to insider trading.  In all…

On February 12, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued Staff Legal Bulletin No. 14M (“SLB 14M”), which rescinds in part Staff Legal Bulletin No. 14L (“SLB 14L”). In addition, SLB 14M provides guidance and clarification on the Staff’s views on the scope…

Last week, the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance revised two Compliance and Disclosure Interpretations (“C&DIs”) relating to beneficial ownership disclosures on Schedules 13D and 13G.  Schedule 13D is required to be filed to report 5% or greater ownership of a class of equity securities of a public company, while…

In January, Securities and Exchange Commission Commissioner Hester Peirce discussed her desire to reevaluate the SEC’s shareholder proposal process, suggesting that the SEC do “a better job protecting investors from having their resources diverted to deal with shareholder proposals that are not aimed at maximizing corporate value.”  Commissioner Peirce pointed out that the number of…

Over the last few weeks, each of the US Securities and Exchange Commission’s members have highlighted the current Commission’s views of disclosure by public companies.  On February 11, 2025, Acting Chairman Mark Uyeda’s Statement on Climate-Related Disclosure Rules (the “Statement”) directly addressed the Commission rulemaking entitled Enhancement and Standardization of Climate-Related Disclosures for Investors (the…

As many public companies finalize the disclosure in their Annual Reports on Form 10-K, they should consider paying particular attention to their risk factors in light of the multitude of federal government actions following President Trump’s inauguration.  Since January 20, a flurry of Executive Orders has been issued, focusing on areas including immigration, federal government…