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In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L).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)

It may now be more difficult to use the exempt solicitation process as a messaging tool. As one of the first acts of the new US Securities and Exchange Commission (SEC) Administration, the staff of the SEC revised certain Compliance and Disclosure Interpretations (C&DIs) related to the use of Notice

Continue Reading Notice of Exempt Solicitations are under scrutiny

For a highly accomplished executive, an invitation to join a public company’s board of directors may seem like a career milestone. However, first-time directors may be surprised to learn about the level of scrutiny they will likely face, much of which is unavoidable and may not be immediately apparent.  Knowing

Continue Reading Top 10 considerations before joining a public company board