Glass Lewis Issues Policy Changes Regarding Excluded Shareholder Proposals

November 8, 2019

Glass Lewis recently posted its comprehensive 2020 voting guidelines, which are summarized on the first page of the 2020 voting guidelines as well as on the Glass Lewis blog. Among other things, the 2020 voting guidelines update Glass Lewis’ voting guidance regarding excluded shareholder proposals. The updates are in response to the September 2019 guidance by the Staff of the Division of Corporation Finance (the Staff) regarding potential oral rather than written responses to…

Securities Law Exchange

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

By Eric Knox & Chris Johnson

September 26, 2019

At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to focus on noncompliant use of non-GAAP financial measures. The SEC found that ADT disclosed non-GAAP financial measures in two earnings releases without presenting the most directly comparable GAAP figure with “equal or greater prominence,” as required by Item 10(e)…

Securities Law Exchange

Revisiting Advance Notice Bylaw Provisions and Proxy Access

By Kevin Douglas, Eric Knox & Tyler Huseman

August 12, 2019

Advance Notice Bylaw Provisions A recent Delaware case, Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, highlights the importance of advance notice bylaws and the careful application of the terms of such bylaws by public companies who may be subject to activist campaigns. As backdrop, following Delaware cases in 2008 (Jana Master Fund Ltd. vs. CNET Networks, Inc. and Levitt Corp. vs. Office Depot, Inc.) which interpreted ambiguous advance notice bylaw provisions…

Securities Law Exchange

Managing LIBOR Transition – SEC Considerations

By Eric Knox & Taylor Wirth

July 17, 2019

The Staff of the Securities and Exchange Commission (the Staff) issued a Public Statement regarding the probable transition away from the London Inter-bank Offered Rate (LIBOR) after December 31, 2021, as a result of the expectation that a number of private-sector banks currently reporting information used to establish LIBOR will cease to do so after 2021 when their reporting commitment ends. As a result, the publication of LIBOR may cease immediately following the end of…

Eric Knox

Glass Lewis Issues Policy Changes Regarding Excluded Shareholder Proposals

SEC Enforcement Activity – A Reminder Regarding the “Equal or Greater Prominence” Presentation Requirement of Item 10(e)

Revisiting Advance Notice Bylaw Provisions and Proxy Access

Managing LIBOR Transition – SEC Considerations

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