Topic
Proxy Rules
25 published works
The CLS Blue Sky Blog
Skadden Discusses Major Changes to Federal Proxy Rules
By Renholding
Executive Summary What’s new: On September 16, 2026, the SEC proposed amendments to the federal proxy rules, including rescinding Rule 14a-8 governing shareholder proposals in company proxy materials, expanding company discretionary…
Public Company Advisory Blog
SEC Proposes Rescinding the Federal Shareholder Proposal Rule
By Publisher
The SEC has issued a proposing release titled “Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4.” If adopted, these proposed amendments would rescind Rule…
Free Writings + Perspectives
New Corporation Finance Interpretations on Beneficial Ownership Reporting and Other Topics
By Liz Walsh
On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance issued a number of new Corporation Finance Interpretations (“CFIs”) (marking more than 150 new and revised CFIs…
Public Company Advisory Blog
SEC Staff Reverses Position on Voluntary Notices of Exempt Solicitation
By Publisher
The staff of the SEC’s Division of Corporation Finance has announced a significant policy shift in Proxy Rules Revised C&DI Question 126.06 regarding voluntary Notices of Exempt Solicitation under Exchange…
Free Writings + Perspectives
New and Revised CDIs on Proxy Rules, Exchange Offers and Tender Offers
By Liz Walsh, Jennifer Zepralka
On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance revised a number of Compliance and Disclosure Interpretations (“CDIs”) and issued several new CDIs. The revised CDIs…
Known Trends
Corp Fin Announces Significant Changes Regarding Rule 14a-8 This Proxy Season
On November 17, 2025, the SEC’s Division of Corporation Finance announced that it will largely refrain from issuing responses to company requests to exclude shareholder proposals under Exchange Act Rule…
Federal Regulatory & Enforcement Insider
Fifth Circuit Court of Appeals Vacates SEC’s 2022 Rescission of Certain 2020 Amendments to Proxy Rules
By Nathaniel Segal, Jacob C. Tiedt, Mark Quade, Jake W. Wiesen, Christina V. West
On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s…
Public Chatter
Corp Fin Issues 15 New (and Three Revised) CDIs!
Over the week leading up to Thanksgiving, Corp Fin issued a bunch of new CDIs – and three revised CDIs – in a variety of areas in several different tranches,…
Free Writings + Perspectives
SEC Staff Provides New Universal Proxy Guidance
By Anna T. Pinedo, Hanson Hairihan
On December 7, 2022, the Staff of the Securities and Exchange Commission issued three Compliance and Disclosure Interpretations that address the universal proxy rules. These are included in the Staff’s…
Free Writings + Perspectives
Amendments to Proxy Rules
Today, the Securities and Exchange Commission adopted amendments to the proxy rules. The amendments amend the definition of “solicitation” in Exchange Act Rule 14a-1(l) in order to make clear, consistent…