Governance & Securities Watch - Feed https://governance.weil.com/ What's New: Updates from Weil’s Governance, Securities & Reporting Group Thu, 20 Aug 2026 17:08:54 +0000 hourly 1 Quarterly Review of Corporate Governance and Public Company Disclosure Developments https://governance.weil.com/featured/quarterly-review-of-corporate-governance-and-public-company-disclosure-developments/ Fri, 21 Jul 2023 19:14:21 +0000 https://governance.weil.com/?p=2007 In this quarterly newsletter, we highlight key developments related to U.S. Securities and Exchange Commission (SEC) and Public Company Accounting Oversight Board (PCAOB) rulemaking, corporate governance, the increasing attention on green hushing, and proxy season trends over the past quarter, with a focus on developments of interest to U.S. public companies. This Quarterly Review addresses […]

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]]> BlackRock’s Engagement Priorities and Chairman’s Letter Provide Key Messages to Stakeholders https://governance.weil.com/insights/blackrocks-engagement-priorities-and-chairmans-letter-provide-key-messages-to-stakeholders/ Mon, 03 Apr 2023 18:47:27 +0000 https://governance.weil.com/?p=1929 As the 2023 annual meeting season begins, asset managers and large institutional investors are engaging with companies on a range of issues. On the heels of the annual letter from BlackRock Chairman and CEO Larry Fink to investors, BlackRock Investment Stewardship (BIS) released its list of engagement priorities for 2023, which are generally consistent with […]

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]]> REMINDER: Universal Proxy Cards are Upon Us https://governance.weil.com/insights/reminder-universal-proxy-cards-are-upon-us/ Tue, 16 Aug 2022 14:20:35 +0000 https://governance.weil.com/?p=1736 SEC’s Mandatory Universal Proxy Rules are in Effect for Contested Board Elections Held After August 31, 2022 As a reminder, the SEC’s rule amendments requiring the use of universal proxy cards in contested director elections will apply to contested elections at annual meetings held after August 31, 2022. Last November we published an alert covering […]

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]]> SEC Adopts Universal Proxy Cards – Giving Activists Access to a Company’s Proxy Card With Relatively Low Barriers to Entry https://governance.weil.com/latest-thinking/sec-adopts-universal-proxy-cards-giving-activists-access-to-a-companys-proxy-card-with-relatively-low-barriers-to-entry/ Mon, 22 Nov 2021 17:06:15 +0000 https://governance.weil.com/?p=1613 On November 17, 2021 the SEC adopted proxy rule amendments that mandate the use of a “universal” proxy card in contested director elections. Activist shareholders will now have easier access to a company’s proxy card with minimum requirements. Under the adopted rules, shareholders will be able to vote by proxy for a mix of company and […]

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]]> Addressing the Impact of COVID-19 in the 2020 Proxy Statement https://governance.weil.com/covid19-updates/addressing-the-impact-of-covid-19-in-the-2020-proxy-statement/ Mon, 20 Apr 2020 18:28:26 +0000 https://governance.weil.com/?p=1329 As companies prepare to file their proxy statements for the 2020 annual meeting, the question arises as to where, if at all, to address the impact of COVID-19.  Proxy statements filed in late February and early March addressed COVID-19 only in the context of meeting logistics, with some companies switching for the first time to […]

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]]> As companies prepare to file their proxy statements for the 2020 annual meeting, the question arises as to where, if at all, to address the impact of COVID-19.  Proxy statements filed in late February and early March addressed COVID-19 only in the context of meeting logistics, with some companies switching for the first time to […]

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]]> Delaware and SEC Offer New Relief to Public Companies for the Proxy Season: Address Stockholder Meeting Notice Requirements and Form 10-K “Part III Information” https://governance.weil.com/covid19-updates/delaware-and-sec-offer-new-relief-to-public-companies-for-the-proxy-season-addresses-stockholder-meeting-notice-requirements-and-form-10-k-part-iii-information/ Fri, 10 Apr 2020 13:02:46 +0000 https://governance.weil.com/?p=1322 In this Alert, we discuss the latest update on the available relief for public companies preparing for their annual meetings, as well as companies preparing for special meetings of stockholders, including: the executive order of the Governor of the State of Delaware easing stockholder notice requirements for companies changing the date, time or location of […]

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]]> In this Alert, we discuss the latest update on the available relief for public companies preparing for their annual meetings, as well as companies preparing for special meetings of stockholders, including: the executive order of the Governor of the State of Delaware easing stockholder notice requirements for companies changing the date, time or location of […]

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]]> COVID-19: NYSE and Nasdaq Provide Relief and Guidance to Stem Expected Wave of Delistings Due to Market Price Declines https://governance.weil.com/covid19-updates/covid-19-nyse-and-nasdaq-provide-relief-and-guidance-to-stem-expected-wave-of-delistings-due-to-market-price-declines/ Thu, 02 Apr 2020 18:46:46 +0000 https://governance.weil.com/?p=1289 In light of U.S. and global equities markets declines resulting from the continued spread of the coronavirus (COVID-19), the New York Stock Exchange (NYSE) has temporarily suspended the application of one of its continued listing rules, which requires that listed companies maintain an average global market capitalization over a consecutive 30 trading-day period of at […]

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]]> In light of U.S. and global equities markets declines resulting from the continued spread of the coronavirus (COVID-19), the New York Stock Exchange (NYSE) has temporarily suspended the application of one of its continued listing rules, which requires that listed companies maintain an average global market capitalization over a consecutive 30 trading-day period of at […]

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]]> Heads Up for the 2020 Proxy Season: ISS Survey Results May Signal Policy Changes https://governance.weil.com/insights/heads-up-for-the-2020-proxy-season-iss-survey-results-may-signal-policy-changes/ Fri, 13 Sep 2019 20:06:20 +0000 https://governance.weil.com/?p=1141 ISS has released results of its Governance Principles Survey which is often a precursor to changes to its voting policies. The results primarily reflect the views of U.S. institutional investors and public companies and are available here.1 We expect that ISS will publish draft 2020 policy updates in late October and release final policy updates […]

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]]> ISS has released results of its Governance Principles Survey which is often a precursor to changes to its voting policies. The results primarily reflect the views of U.S. institutional investors and public companies and are available here.1 We expect that ISS will publish draft 2020 policy updates in late October and release final policy updates […]

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]]> SEC Guidance for Proxy Advisors and Investment Advisers: Phase One of a Broader SEC Proxy Reform Initiative https://governance.weil.com/featured/sec-guidance-for-proxy/ Wed, 04 Sep 2019 16:54:16 +0000 http://govblog.wpengine.com/?p=1112 A divided Securities and Exchange Commission voted late last month to approve the issuance of two releases, which contain, respectively: (1) an interpretation and related guidance under the SEC’s existing proxy rules regarding the applicability of these rules to the provision of proxy voting advice by proxy advisory firms to their largely institutional shareholder client […]

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