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3 weeks ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
Acting SEC Chair Mark T. Uyeda outlined potential regulatory changes to make IPOs more attractive and to scale public company disclosures at the Florida Bar’s 41st Annual Federal Securities Institute and M&A Conference.
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3 weeks ago | 
jdsupra.com | Marie C. Bafus |David Bell |Wendy Grasso
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL).
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3 weeks ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
Some proxy advisors and institutional investors have made changes to their diversity policies and mandates, including the following: ISS will no longer consider gender, racial, or ethnic diversity for director election recommendations for reports published on or after February 25.
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4 weeks ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement. Revised Question 103.11 – This CDI was revised to state that a shareholder’s ability to file on Schedule 13G in lieu of the Schedule 13D otherwise required will be informed by the meaning of “control” as defined in Exchange Act Rule 12b-2.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The SEC rescinded Staff Legal Bulletin No. 14L and issued updated guidance on the exclusion of shareholder proposals under Rule 14a-8 and certain other aspects of Rule 14a-8. Economic Relevance Exclusion: The SEC staff will now focus on a proposal’s significance to a company’s specific business when it relates to operations accounting for less than 5% of total assets, net earnings, and gross sales, rather than the abstract social or ethical significance of an issue.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
The Securities and Exchange Commission has expanded the confidential filing options, including: All Securities Act registration statements may now be submitted confidentially, regardless of how much time has passed since a company’s IPO. A confidential submission for a follow-on offering must be made publicly available on EDGAR at least two business days prior to effectiveness.
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1 month ago | 
corpgov.law.harvard.edu | David Bell |Wendy Grasso
Anti-DEI, dei, Proxy season, ShareholdersMore from: David Bell, Wendy Grasso, FenwickDavid A. Bell is a Partner and Co-Chair of Corporate Governance, and Wendy Grasso is a Corporate Governance Counsel, at Fenwick & West LLP. This post is based on their Fenwick memorandum. Total anti-DEI proposals submitted for the 2025 proxy season have surpassed pro-DEI proposals. Total pro-DEI proposals for 2025 appear to be on pace to finish below the 2024 proxy season totals, based on early data.
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1 month ago | 
jdsupra.com | David Bell |Wendy Grasso |Dean Kristy
On March 14, 2025, a three-judge panel of the U.S. Court of Appeals for the Fourth Circuit lifted a lower court’s preliminary injunction blocking key provisions of President Donald Trump’s executive orders aimed at ending programs supporting DEI and DEIA. The order does not decide the legality of the executive orders but allows the government to enforce the executive orders while the litigation continues.
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1 month ago | 
jdsupra.com | David Bell |Ran Ben-Tzur |Wendy Grasso
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1 month ago | 
jdsupra.com | David Bell |Wendy Grasso
The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy season. This article is based on data as of March 5, 2025, provided by Proxy Analytics, that assumes proxy seasons consisting of the period from July 1 through June 30.
