Topic
Universal Proxy Rules
29 published works
Public Chatter
Corp Fin New “Universal Proxy” CDI May Require Proxy Disclosure
As universal proxy kicks in (it applies to any shareholder meetings involving a director election starting today, September 1st), Corp Fin issued three CDIs regarding Rule 14a-19 last week. To…
Public Company Advisory Blog
Universal Proxy Developments: SEC Interpretations and ISS Special Situations Research Note
The universal proxy rules will apply to all shareholder meetings held on or after September 1, 2022. Last week, the SEC issued three Compliance and Disclosure Interpretations (CDIs) on the…
Free Writings + Perspectives
SEC Staff Universal Proxy Compliance and Disclosure Interpretations
By Anna T. Pinedo, Nicole Veru
On August 25, 2022, the Staff of the Securities and Exchange Commission (SEC) issued three Compliance and Disclosure Interpretations (C&DIs) (see the Proxy Rules and Schedules 14A/14C), 139.01, 139.02 and…
Sidley Austin Blog
ISS Provides Guidance on the Universal Proxy Card, Puts “Weakest” Directors on Notice
By Enhanced Scrutiny Contributors
On August 22, 2022, Institutional Shareholder Services (ISS), the leading global proxy advisory firm, issued a special situations research note on the new, mandatory “universal proxy card” rules instituted by…
The CLS Blue Sky Blog
Universal Proxy Cards and the 67 Percent Solution
The upcoming Universal Proxy Card (UPC) presents activist investors with only one potentially significant new burden: solicit two-thirds of the shares in a proxy contest at a portfolio company. Everything…
Securities Law Exchange
Key Takeaways from New Universal Proxy Rules Webinar
By Scott Bell
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…
Public Company Advisory Blog
Universal Proxy Disclosure in 2022 Proxy Statements
By Sean M. Donahue|John O. Newell
The recently adopted universal proxy rules apply to annual meetings held on or after September 1, 2022. Because universal proxy will apply to contested director elections at all 2023 annual…
Securities Law Exchange
[WEBINAR] SEC’s New Universal Proxy Rules: Key Considerations & Next Steps to Prepare
By Scott Bell
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…
Free Writings + Perspectives
SEC Adopts Universal Proxy Rules
By Laura D. Richman, David Schuette, Anna T. Pinedo
On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections. Under the final rules, each universal…
The CLS Blue Sky Blog
SEC Commissioner Roisman on Universal Proxy Rules
Thank you to the staff who worked on this rulemaking. I support adopting this rule. I see no compelling reason to prevent shareholders from mixing and matching their votes between…