Topic
Proxy Statements
71 published works
Across The Board
Preparing for the 2027 US Proxy & Annual Reporting Season
By Ali Perry, Liz Walsh, Jennifer Zepralka
Webinar | November 12, 202611:45 p.m. – 1:00 p.m. ESTRegister here. Each proxy season brings new disclosure priorities and investor expectations, and 2027 will be no exception. The SEC is rethinking…
The CLS Blue Sky Blog
Shadow SEC Statement No. 16: Retain Rule 14a-8
By Renholding
We oppose rescission of SEC Rule 14a-8. Rule 14a-8 has for 80 years been a useful, congressionally authorized component of the U.S. capital markets, fully compatible with the long-standing dual…
Across The Board
SEC Announces Decision to Stop Responding to Rule 14a-8 No Action Requests
By Liz Walsh
Taking a step that many in the securities regulatory world predicted, on August 14, 2026, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) announced it would…
Across The Board
Division of Corporation Finance Agrees Not to Object to Foreign Issuer’s Use of Rule 14a-16 Under Certain Circumstances
By Liz Walsh
On April 8, 2026, the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) agreed that it would not object to a foreign issuer’s…
Market Edge
Preparing for the 2026 proxy season
By DLA Piper
For United States public companies, the drafting of the proxy statement and its filing with the US Securities and Exchange Commission (SEC) are integral parts of preparing for the annual…
Public Company Advisory Blog
Disclosure Considerations: Nasdaq Board Diversity Matrix
By Lauren Visek|Folake Ayoola|David Lynn
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s order related to the rule that required companies listed on Nasdaq…
Corporate & Securities Law Blog
Things to Keep in Mind for Your Annual Report on Form 10-K and Proxy Statement
We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot…
Duane Morris Delaware Business Law
Supreme Court Reverses Liability Finding against Acquirer — Inaction over Seller’s Misleading Proxy Statement Insufficient to Impose Liability
In a corporate buyout, can the buyer be held liable for misconduct by the seller’s management? Buyer and seller sit at the opposite ends of the table — each deal…
Securities Law Prof Blog
New Securities Law Articles in Print
The following law review articles relating to securities regulation are now available in paper format:Connor Kidd, Student Article, Can Shareholders Really Trust Proxy Statements?: A Negligence Standard for Section 14(a) of…
Free Writings + Perspectives
SEC Issues Proxy-Related C&DI’s
On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized…