For United States public companies, the drafting of the proxy statement and its filing with the US Securities and Exchange Commission (SEC) are integral parts of preparing for the annual meeting of shareholders.
In 2026, public companies will prepare their proxy statements amid a variety of SEC policy changes regarding
Continue Reading Preparing for the 2026 proxy season
Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two major proxy advisory firms in the United States, have updated their benchmark proxy voting guidelines for the 2026 proxy season.
These firms provide institutional investors with voting recommendations on key matters such as director elections, executive compensation, corporate
Continue Reading ISS and Glass Lewis release benchmark policy updates for 2026
On November 17, 2025, the United States Securities and Exchange Commission (SEC)’s Division of Corporation Finance announced that it would significantly curtail its review of no-action submission requests for the upcoming proxy season (October 1, 2025 –September 30, 2026).
According to its statement, the SEC staff will not respond
Continue Reading SEC Division of Corporation Finance announces significant change to shareholder proposal no-action process for upcoming proxy season
On October 9, 2025, during a keynote address at the John L. Weinberg Center for Corporate Governance’s 25th Anniversary Gala, United States Securities and Exchange Commission (SEC) Chairman Paul Atkins suggested that the SEC may be amenable to arguments from Delaware-incorporated companies seeking to exclude precatory shareholder proposals from
Continue Reading SEC signals potentially significant changes to Rule 14a-8 shareholder proposal process
On October 20, 2025, DLA Piper held a bootcamp for pre-IPO and growth-stage companies in the biotech and medtech industries in the firm’s New York office. Attended by nearly 100 individuals, the bootcamp covered topics including late-stage financings, paths for going public, financial preparedness, regulatory considerations, compliance issues, intellectual property
Continue Reading DLA Piper hosts bootcamp for biotech and medtech companies
The Securities and Exchange Commission (SEC) held its Roundtable on the executive compensation disclosure requirements at its headquarters in Washington, DC on June 26, 2025.
Chairman Paul S. Atkins set the tone in his introductory remarks by referring to the current SEC executive compensation disclosure requirements as a “Frankenstein” patchwork
Continue Reading Observations from the SEC Roundtable on executive compensation
In May 2025, the Committee of Sponsoring Organizations of the Treadway Commission (COSO), in collaboration with the National Association of Corporate Directors (NACD), released a public exposure draft of a new, principles-based Corporate Governance Framework (CGF). The CGF is not a regulatory proposal; rather, it aims to provide a comprehensive
Continue Reading A principles-based model for modern governance: COSO and NACD’s proposed corporate governance framework
The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and stockholder demands for books and records under DGCL Section 220.
Signed on March 25, 2025, these amendments
Continue Reading Amendments to Delaware General Corporation Law expand safe harbor for controlling stockholder transactions and circumscribe books and records demand obligations
The US Securities and Exchange Commission (SEC) recently issued a new Compliance and Disclosure Interpretation, Question 103.12 (C&DI), that may significantly impact how public companies engage with their shareholders. Released on February 11, 2025, this C&DI focuses on the eligibility criteria for reporting beneficial ownership on Schedule 13G compared to Schedule
Continue Reading To control or not to control: SEC issues new guidance impacting Schedule 13G filers
In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is intended to clarify the views of the SEC staff (Staff) on the
Continue Reading Shareholder proposals – the great reset again! (Part 2)
