It's quite rare for shareholder proponents to resort to the courts when the Corp Fin Staff concurs with a company that it can exclude a proposal under the Rule 14a-8 no-action letter process.

During the proxy season, if you solicit votes for your annual meeting — other than delivering your proxy — you must file that communication with the SEC as "additional soliciting material" no later than the date of first use.

Sometimes new information comes to light ahead of an annual shareholders meeting, some new disclosure that shareholders need an opportunity to digest before they cast their votes. Sometimes there could be a situation that is more drastic — think pandemic. In those cases, can a company – or should a company — postpone their annual meeting?

The SEC has posted a notice about an open Commission meeting to be held next Wednesday during which it will consider adopting the share repurchase rules it proposed back in December 2021. This proposal included a number of controversial items, such as "real-time" reporting on Form SR.

Adjourning an annual shareholders meeting is always stressful. The meeting has been carefully planned and now we need to extend our misery. Adjourning a meeting can be legally tricky and the proper groundwork to allow for such a thing needs to be laid before the need is apparent. [A blog about postponements coming soon.]

Why meetings might be adjourned?

On Monday, the SEC extended the deadline by which it must act on the proposed NYSE and Nasdaq listing standards that deal with "Recovery of Erroneously Awarded Executive Compensation." The SEC now has until June 11, 2023 (instead of April 27th) to decide whether to approve the two listing standard proposals.

One of the cardinal rules of corporate governance is that the CEO, hired by the board, manages the business. No one on the board should be trying to manage. No one on the board should be too involved in operations.

I know that generative AI is a bit far afield from the type of law that most of us practice. But the issues arising from it are so new that I thought I would bring our series of Client Alerts on the topic to your attention in case you wanted to get your feet wet. Here are two of the Client Alerts we have generated in recent weeks:

Here's a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.

Just as companies with December 31st fiscal year-ends gear up for their annual shareholder meetings in the coming weeks, State Street has released its updated voting policies — and a helpful "

Another in the newbies series: Most bylaws set forth the corporate secretary's powers and duties in the broadest terms possible. But what the corporate secretary actually does varies somewhat from company to company. Other departments might be responsible for particular duties at some companies that typically can be found within the corporate secretary's purview.

Some companies have their annual meetings transcribed. It's so easy to do today. It can be done in a jiffy by a dictation bot. But whether to make that transcript publicly available is a whole other question.

Sometimes we get asked by clients: "Can you say things during an annual shareholder meeting without trigging a disclosure obligation under Regulation FD?"

One of the biggest struggles for companies when they start out collecting the data they need for climate and other sustainability disclosures is developing the disclosure and internal controls necessary to help ensure the accuracy of that data. Unlike financial reporting, there is a lack of well-known, well-worn practices to help with the information's integrity.

In this blog feature, our in-house readers share tips, anecdotes, and thoughts about topics that arise in their daily practice.