Topic
Proxy Statements
71 published works
Corporate and Securities Law
Preliminary Planning for the 2021 Proxy Season
Free Writings + Perspectives
2021 Proxy and Annual Report Season: Time to Prepare
By Laura D. Richman, Robert F. Gray Jr., Michael L. Hermsen, Anna T. Pinedo, David Schuette
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically…
Corporate & Securities Law Blog
Fifth Circuit Affirms Dismissal of Section 14(a) Complaint For Failure to Plead Facts Demonstrating Alleged Omissions from Proxy Statement Were Misleading
In Heinze v. Tesco Corp., No. 19-20298, 2020 WL 4814094 (5th Cir. Aug. 19, 2020), the United States Court of Appeals for the Fifth Circuit affirmed the dismissal of a putative class action…
The CLS Blue Sky Blog
Freshfields Discusses How Companies Can Switch to Virtual Annual Meetings After Proxy Filings
By Pamela L. Marcogliese Elizabeth K. Bieber, Jillian Simons
Over the last five years, virtual annual shareholder meetings have been a small, but growing, trend. While percentage increases have been significant year-over-year, overall a relatively small number of companies…
Hunton Retail Law Resource
Upcoming Changes to 2020 Proxy Statements and Annual Reports
As publicly traded retailers begin to prepare their annual reports and 2020 proxy statements, they should keep in mind a number of new and amended SEC disclosure items. As detailed…
Securities Law Exchange
Proxy Statement Rule Change Reminders for 2020
By Andrea Orr
With many year-end companies working on initial drafts of their 2020 proxy statements, we thought it might be worth sending a quick reminder of two recent rule changes – briefly…
Free Writings + Perspectives
Legal Update: 10 Tips for 10-Ks and Proxy Statements
By Laura D. Richman, Robert F. Gray, Michael L. Hermsen, Phyllis G. Korff, David Schuette
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements…
Cleary Enforcement Watch
SEC Disclosure and Proxy Guidance and Proposals
By David Lopez, Benjamin Fixsen
The following post was originally included as part of our recently published memorandum “Selected Issues for Boards of Directors in 2020”. SEC Disclosure and Reporting Developments Recently, the US Securities…
Securities Law Exchange
SEC Proposes to Modernize Shareholder Proposal Thresholds and Certain Procedural Elements of Rule 14a-8
By Scott Holley
On November 5, the Securities and Exchange Commission (SEC) in a 3-2 decision voted to propose amendments to rules governing shareholder proposals in companies’ proxy statements. These proposed amendments –…
Securities Law Exchange
5 FAQs on Proxy Screening Procedures
As it is proxy season for calendar year companies, many of which are filing preliminary proxy statements that are subject to screening by the SEC Staff, I thought it might…