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July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our Business Startups Act (known as the JOBS Act) in 2012.
December 6, 2016, Covington Alert
In late October, the U.S. Securities and Exchange Commission (SEC) proposed long-awaited changes to the proxy rules that would require parties in a contested election of directors to distribute universal proxy cards, i.e., a proxy card that includes director candidates nominated by a company’s management as well as those nominated by a shareholder. Under current rules, companies and dissidents use competing proxy cards. This prevents shareholders from voting by proxy for their chosen mix of director candidates by effectively requiring them to choose either management’s slate of nominees or the dissident’s mix of their nominees and their preferred management nominees. The SEC proposed the new rules in order to more closely align the process of voting by proxy with the way a shareholder would vote in person at a shareholder meeting.
July 6, 2015, Covington Alert