Securities Exchange Act of 1934

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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 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 October 1, the Securities and Exchange Commission proposed an amendment to Regulation NMS that would rescind a rule exception that allows a national market system plan (NMS Plan) amendment to be effective upon filing if it establishes or changes a fee or other charge (Proposal). …
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On August 20, a federal magistrate judge in the Eastern District of New York granted a motion for summary judgment in a derivative case brought against purported 10 percent stockholders of 1-800-Flowers.com, Inc. Pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, the judge found a hedge fund liable as a 10 percent owner, despite the fact that it had delegated voting and investment authority to its investment adviser.…
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On August 23, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will increase from $121.20 per million dollars to $129.80 per million dollars, an increase of approximately 7.1 percent. This increase in the SEC registration statement filing…

On August 16, the Financial Industry Regulatory Authority (FINRA) issued Regulatory Notice 19-28 (Notice) reminding member firms of their supervisory obligations under FINRA Rules 3110 (Supervision) and 3120 (Supervisory Control System) if they 1) hold or transact in customer accounts owned by municipal entities or obligated persons (i.e., municipal clients), as defined in Section 15B of the Securities Exchange Act of 1934, as amended; and 2) participate in investment-related activities with municipal clients (e.g., recommending or selling non-municipal securities products to such municipal clients).…
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