In the days leading up to the Labor Day holiday, the Securities and Exchange Commission (SEC or Commission) submitted three significant rulemaking proposals to the White House Office of Information and Regulatory Affairs (OIRA) for review, reconfirming expectations that potentially significant changes to executive compensation disclosure and the federal proxy rules may be on the way.
Continue Reading SEC Sends Three Significant Disclosure and Proxy Rulemakings to OIRA
No More SEC Responses to Rule 14a-8 No-Action Requests: What Public Companies Should Know for the Upcoming Proxy Season
On August 14, 2026, the SEC’s Division of Corporation Finance (Corp Fin) announced a significant change to the shareholder proposal process: effective immediately, and until further notice, Corp Fin will no longer respond to any Rule 14a-8 no-action requests.
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No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14L
On February 12, the Staff (Staff) at the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M (SLB 14M). Among other matters, SLB 14M rescinds Staff Legal Bulletin No. 14L (SLB 14L) and reinstates earlier guidance on the exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act). SLB 14L was generally considered more shareholder-friendly.
Continue Reading No Action Relief Alert: Issuance of SLB 14M and Rescission of SLB 14LWatch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
Join us, along with prominent environmental, social and governance (ESG) and corporate and securities thought leaders for the next session in our ESG Impact Webinar Series. As public companies prepare for the 2025 reporting season amid the transition to the new administration, staying ahead of the curve is essential.Continue Reading Watch Now | ESG Outlook: Preparing for the 2025 Reporting Season Webinar
The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing Requirement
In connection with the upcoming Form 10-K/proxy season, public companies with a fiscal year ending on December 31 will be required, for the first time, to publicly file their insider trading policies as exhibits to their Annual Report on Form 10-K pursuant to Item 408(b) of Regulation S-K. Prior to this SEC rules requirement, it was fairly uncommon for public companies to make their insider trading policies publicly available (on a voluntary basis).
Continue Reading The Time is Here: Public Companies Should be Mindful of the Upcoming Insider Trading Policy Form 10-K Exhibit Filing RequirementESG Board Oversight Considerations: What Board Committee(s) Should Oversee ESG in the Current Environment?
A wide array of developments have significantly increased the focus by public companies on board and board committee oversight of environmental, social, and governance (ESG) issues in recent years. These developments have included the heightened consideration of institutional investors and proxy advisory firms on ESG board oversight and ESG considerations more generally, as well as various recent proposed rules and initiatives of the Securities and Exchange Commission (SEC) with respect to ESG matters, including the proposed climate rules issued by the SEC earlier this year. This post addresses issues and trends concerning whether the full board or particular board committees should be primarily responsible for oversight of ESG considerations.
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SEC Proposes Amendment to the Shareholder Proposals Rule (14a-8) and Adopts Amendments to Rules Impacting Proxy Advisory Firms
Last week, the Securities and Exchange Commission (SEC) voted 3-2 to take the following actions:
- Propose new amendments to Rule 14a-8, the shareholder proposal rule.
- Adopt new amendments to the rules regarding proxy advisory firms, such as ISS and Glass Lewis.
A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies
Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional investors and proxy advisory firms are also increasingly focusing on racial and ethnic diversity as part of their evolving approach to board diversity.
This post summarizes published board diversity policies of several institutional investors and proxy advisory firms into a singular resource for ease of reference. Below the initial breakdown is a description of specific policies concerning board diversity shareholder proposals. Continue Reading A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies
Key Takeaways from New Universal Proxy Rules Webinar
Late last year, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to, among other things, mandate the use of a universal proxy card in public solicitations involving director election contests. On February 24, we hosted a webinar to discuss issues relating to universal proxy rules. Access the recording of the webinar here.
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[WEBINAR] SEC’s New Universal Proxy Rules: Key Considerations & Next Steps to Prepare
Please join the Bass, Berry & Sims Corporate & Securities Practice Group for a series of complimentary webinars exploring various public company-related securities law issues. These CLE programs will be an extension of our Securities Law Exchange Blog and will feature timely and practical guidance for SEC disclosure counsel on key topics of interest.
Continue Reading [WEBINAR] SEC’s New Universal Proxy Rules: Key Considerations & Next Steps to Prepare