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Dodd-Frank Blog

Articles: 1-10 of 651

SEC Adopts Mandatory Universal Proxy Rules

USA - November 17 2021 In 2016 the SEC adopted proposed rules related to use of universal proxies in contested director elections. The SEC has now adopted final rules. The…

SEC Reverses Course on Shareholder Proposals

USA - November 10 2021 The SEC Division of Corporation Finance announced it has rescinded Staff Legal Bulletin (“SLBs”) Nos. 14I, 14J and 14K after a review of staff…

ISS Publishes Proposed Changes for 2022 for Comment

USA - November 8 2021 ISS has published proposed policy changes for 2022 for public comment. The following summarizes proposed changes for the U.S. market…

SEC Reopens Comments on Compensation Clawbacks

USA - October 15 2021 In 2015 the SEC proposed rules to implement Section 954 of the Dodd-Frank which added Section 10D to the Securities Exchange Act of 1934. Section 10D…

SEC Updates Filing Fee Rules

USA - October 13 2021 The SEC has adopted amendments that it believes will modernize filing fee disclosure and payment methods. The revised rules amend most fee-bearing…

NYSE Proposal Addresses Abstentions in Definition of “Votes Cast”

USA - October 4 2021 Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new…

Preliminary Planning for the 2022 Proxy Season

USA - September 23 2021 We have identified only a few possible changes to date for D&O questionnaires and committee charters for the 2022 proxy season…

Existing SEC Interpretation on Climate Change Disclosures

USA - September 22 2021 In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the…

Caremark Claim Allowed to Proceed Against Boeing Directors

USA - September 12 2021 Brought a claim that Boeing’s directors failed them in overseeing mission-critical airplane safety to protect enterprise and stockholder value. The…

Termination of Merger Agreement Prevents Suit for Breach

USA - September 6 2021 Yatra Online, Inc., v. Ebix, Inc. concerned an abandoned merger that Plaintiff, Yatra Online Inc. (“Yatra”), asserts was sabotaged post-signing by…