Proxy Season

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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…

On January 27, 2025, the staff of the US Securities and Exchange Commission updated its Compliance and Disclosure Interpretations (“C&DIs”) for Proxy Rules and Schedules 14A/14C with respect to notices of exempt solicitations under Rule 14a-6(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Rule 14a-2(b)(1) of the Exchange Act exempts…

As proxy season kicks off, companies should be mindful of their disclosure obligations regarding related-person transactions, especially those involving immediate family members of executive officers and directors.  On January 15, 2025, the Securities and Exchange Commission (“SEC”) announced the settlement of an enforcement action against a publicly traded software and payment processing company (the “Company”)…

On November 13, 2024, at the Practicing Law Institute’s 56th Annual Institute on Securities Regulation, panelists shared key updates from this year’s proxy season and highlighted emerging trends to watch in 2025.  Public companies experienced favorable voting outcomes across compensation, activism, shareholder proposals, and director elections in 2024. 

Activism and the Impact of the Universal
…

Webinar | November 7, 2024
1:00 p.m. – 2:00 p.m. EST
Register here.

Although it may seem early, it is already time to start preparing for the 2025 proxy and annual report season.

During this session, join Mayer Brown partners Ryan Liebl, David Schuette, and Jennifer Zepralka, as well as Kilian Moote, Managing Director…

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and practice. We provide an overview of key issues companies should consider as they get ready…