On November 5, the Securities and Exchange Commission voted to propose amendments to Rule 14a-8 of the Securities Exchange of 1934 (Exchange Act) to address required share ownership thresholds for a proponent to submit a shareholder proposal, update the “one proposal” rule to clarify the rule that a person can only submit one proposal per meeting and amend the vote support thresholds required for a proponent to resubmit a shareholder proposal at subsequent shareholder meetings.
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On November 5, the Securities and Exchange Commission voted to propose amendments to the rules governing proxy solicitations to expressly apply them to proxy voting advisors. The proposed amendments would codify the SEC’s position that proxy voting advice is a “solicitation” within the meaning of the proxy rules, place certain disclosure requirements on proxy voting advice and define what would be impermissible false or misleading disclosure in the context of proxy voting advice.
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On October 24, the Securities and Exchange Commission proposed amendments to update filing fee disclosure and payment methods. The proposed amendments would apply to most fee-bearing forms, schedules and statements, including Forms S-1, S-3, S-4, S-8 and S-11, related foreign private issuer forms, proxy statements, information statements, Schedule TO and certain Investment Company Act of 2940 forms.
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On October 25, the Financial Industry Regulatory Authority (FINRA) filed a rule change (SR-FINRA-2019-026) with the Securities and Exchange Commission that postpones for another full year the implementation of mandatory margin for Covered Agency Transactions under FINRA Rule 4210. The scheduled implementation date will now be March 25, 2021 instead of March 25, 2020.  
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On October 31, Institutional Shareholder Services Inc. (ISS) filed suit against the Securities and Exchange Commission in the US District Court for the District of Columbia, challenging the guidance that the SEC issued in August 2019 regarding the applicability of the federal proxy rules to proxy advisors such as ISS. The SEC’s guidance was previously discussed in the August 23, 2019 edition of Corporate & Financial Weekly Digest.
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On October 16, the staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission issued Staff Legal Bulletin No. 14K (SLB). The SLB provides new guidance regarding the Staff’s views as to when registrants may properly exclude, pursuant to Rule 14a-8(i)(7) of the Securities Exchange Act of 1934, as amended, shareholder proposals under the “ordinary business” exception.
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On September 26, the Securities and Exchange Commission adopted a new rule to allow all issuers, not just emerging growth companies, to utilize “test-the-waters” communications in connection with an initial public offering or other securities offering.

The rule implements the proposal put forth by the SEC in February 2019, discussed in the March 1, 2019 edition of Corporate & Financial Weekly Digest.
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The Council of Institutional Investors (CII), an investor advocacy association primarily for pension funds and local governments, has put forth a proposal to amend the Delaware General Corporation Law to limit the ability of publicly-traded Delaware corporations to maintain multi-class common stock voting structures (i.e., high-vote/low-vote stock structures).
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On September 19, the Securities and Exchange Commission adopted a package of new final rules and rule amendments dealing with recordkeeping and reporting requirements for security-based swap dealers (SBS dealers). In general, the SEC is requiring SBS dealers to create and maintain records with respect to security based-swaps in a manner consistent with current recordkeeping and record retention rules that apply to broker-dealers. The SEC is, however, providing alternate compliance mechanisms that will allow an SBS dealer that also is a swap dealer but is not a broker-dealer to comply with Commodity Futures Trading Commission (CFTC) rules instead and will allow a non-US SBS dealer to request permission to comply with its home country rules.
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