Business Law and Corporate Law

The SEC proposes major changes to shareholder proposal rules and proxy solicitation requirements, while Nasdaq's new market value listing standard faces regulatory review. Glass Lewis introduces a multi-perspective research framework, and the Division of Enforcement outlines its strategic priorities for capital markets oversight.

The SEC's Division of Examinations has released a comprehensive new handbook that replaces its 2023 examination brochure, offering registrants unprecedented transparency into the examination process. The handbook outlines the complete lifecycle of SEC examinations while introducing notable restrictions on the use of artificial intelligence and recording technologies during videoconference interviews.

The SEC has proposed rescinding Rule 14a-8, which governs shareholder proposals on corporate proxy ballots, marking a fundamental shift from federal uniformity to state-by-state governance. This analysis examines the rationale behind the proposal, its implications for corporate governance and shareholder activism, and the companion reforms to modernize proxy solicitation processes.

The SEC's proposed amendments would fundamentally restructure how public companies determine their filer status, raising the large accelerated filer threshold from $700 million to $2 billion and extending scaled disclosure accommodations to approximately 81% of reporting companies.

The Massachusetts Supreme Judicial Court (SJC) recently heard oral arguments in a case that could provide important guidance on the enforceability of noncompetition covenants embedded in executive equity agreements and the proper signatory to such covenants.

The SEC has submitted a rule proposal titled "Executive Compensation Disclosure Reform" to the White House's Office of Information and Regulatory Affairs, signaling imminent changes to executive compensation disclosure requirements. This development follows SEC Chairman Paul Atkins' earlier indication of broader reform plans, including potential simplification of pay-versus-performance disclosure and revisions to perquisite reporting.

The SEC has proposed rescinding Rule 14a-8, which governs shareholder proposals on corporate proxy ballots, marking a fundamental shift from federal uniformity to state-by-state governance. This analysis examines the rationale behind the proposal, its implications for corporate governance and shareholder activism, and the companion reforms to modernize proxy solicitation processes.

In disputes between business owners, a co-owner will commonly assert a claim for judicial dissolution. However, business owners and practitioners must be aware of the significant differences between Washington’s standards for judicial dissolution between different business entity types.

In the latest episode of Mintz On Air: Practical Policies, host Jen Rubin is joined by Ginny Johnson, a partner at Outside General Counsel LLP, for a conversation about how artificial intelligence is changing the skills and perspectives corporate boards need to help their organizations stay competitive.

On 15 October 2026, the Securities and Exchange Commission approved amendments to FINRA Rule 2210 that will permit broker-dealers to include projected performance and targeted returns in certain investor communications.1

Louis Lehot is a legal professional at Foley & Lardner LLP, specializing in corporate and transactional matters. His practice focuses on advising clients across various business and legal challenges. Contact information and professional details are provided for those seeking his expertise.

A Delaware Court of Chancery decision clarifies that public benefit corporation directors are not bound by traditional Revlon duties to maximize shareholder value in change-of-control transactions. This landmark ruling provides important guidance for founders, investors, and directors navigating the intersection of profit-driven objectives and mission-driven outcomes in the startup ecosystem.