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Compliance Hotline
SEC Issues Staff Legal Bulletin on Proxy Proposals
The Securities and Exchange Commission's Division of Corpor-ation Finance has released a staff legal bulletin providing information for companies and shareholders regarding rule 14a-8 under the Securities Exchange Act of 1934. In addition to other miscellaneous items, the bulletin specifically contains information regarding the application of rule 14a-8(i)(6) to proposals calling for director independence, and the application of rule 14a-8(i)(7) to proposals referencing environmental or public health issues.
Under rule 14a-8(i)(6) a company is permitted to exclude from its proxy statement a proposal that the company would lack the power or authority to implement. In the staff's view, when a proposal is drafted in a manner that would require a director to maintain independence at all times, the company could exclude the proposal under rule 14a-8(i)(6) on the basis that the proposal does not provide the board with an opportunity or mechanism to cure a violation of the standard requested in the proposal. Alternatively, if the proposal does not require a director to maintain independence at all times or contains language permitting the company to cure a director's loss of independence, any such loss of independence would not result in an automatic violation of the standard in the proposal and the staff, therefore, does not permit the company to exclude the proposal under rule 14a-8(i)(6).
Spurred By Data Breaches, CLOs Are Increasing Cybersecurity Leadership Role
Chief information officers still bear the brunt of cybersecurity worries at many companies. But a study by the Association of Corporate Counsel Foundation finds that chief legal officers are increasingly taking a leadership role in cybersecurity strategy.
GCs Want to Tap Into AI But Lack Roadmap, Report Shows
General counsel are eager to tap the promise of generative AI. But without clear technology road maps, many legal departments are struggling to turn that interest into action.
Is Google Search Dead? The Key to Thriving In an AI-Driven World
Part Two of this two-part article examines practical steps marketers must take to succeed in this changing landscape by embracing a multichannel, AI-driven approach to their marketing and PR efforts.
Shifting Crypto and Cyber Enforcement Priorities In SEC
When the SEC issues the next annual enforcement report for fiscal year 2025, we expect securities offering actions and investment adviser actions will almost certainly be up, and the “crypto” and “cyber” cases will almost certainly be down. Public statements by the new SEC administration have said as much, but even more telling than public statements are the allocation of limited enforcement resources.
Seventh, Ninth Court Rulings Tighten Reach of Federal Video Privacy Protection Act
The VPPA may be nearly four-decades old and video-rental stores largely a thing of the past, but the rise of online content, streaming services and ancillary activities has brought with it frequent litigation based on the VPPA. The key challenge in these litigations is how to interpret the VPPA’s 1980s terms in light of today’s digital advances.