Business Law and Corporate Law

The SEC has proposed significant amendments to modernize proxy solicitation rules, including eliminating the annual report delivery requirement and reducing the minimum broker search period from 20 to five business days. These changes aim to streamline proxy processes by leveraging technological advancements and the accessibility of information through EDGAR, while maintaining necessary shareholder protections.

The SEC has issued a significant proposal to modernize proxy solicitation rules while simultaneously proposing to rescind the shareholder proposal rule under Rule 14a-8 and amend Rule 14a-4(c). These regulatory changes represent a major shift in how companies and shareholders interact through the proxy process, with potentially far-reaching implications for corporate governance and shareholder engagement.

The SEC has proposed eliminating Rule 14a-8, which has required companies to include qualifying shareholder proposals in proxy materials since 1942, potentially reshaping decades of shareholder engagement practice. Companion amendments would expand companies' discretionary voting authority while introducing new opt-out mechanisms for individual shareholders.

Jennifer brings a distinguished background spanning corporate law, bankruptcy, criminal prosecution, and sophisticated trusts and estates matters to her new role. Her unique combination of courtroom experience, government service, and private practice expertise positions her to deliver comprehensive fiduciary and estate planning solutions. Beyond legal practice, she has pioneered academic programs in trust management and earned national recognition for making complex tax and fiduciary concepts accessible to

Selecting the right executor or trustee is crucial to effective estate planning, but should you appoint one person or multiple co-fiduciaries? While naming co-executors or co-trustees may seem like a way to share the workload and provide checks and balances, this approach often introduces unexpected conflicts and administrative complications that can outweigh its benefits.

When a bank trust department holds shares with sole voting discretion in fiduciary accounts, does this create a control relationship under Regulation W? This analysis explores a critical distinction between Regulation W's fiduciary exemption and the Bank Holding Company Act's control provisions, revealing how trust departments can avoid affiliate relationship complications even when exercising voting power over significant equity positions.

The SEC has proposed significant amendments to modernize proxy solicitation rules, including eliminating the annual report delivery requirement and reducing the minimum broker search period from 20 to five business days. These changes aim to streamline proxy processes by leveraging technological advancements and the accessibility of information through EDGAR, while maintaining necessary shareholder protections.

The SEC frequently requests that companies quantify each material factor driving period-to-period changes in financial statement line items, yet this requirement often proves impracticable when factors are interrelated or not separately tracked. As the SEC reviews Regulation S-K for potential reforms, a simple textual amendment could resolve one of the most common MD&A compliance challenges by acknowledging when quantification is not reasonably available.

The Deserve to Win Podcast Episode 51 features GenAI CEO Tom Ryan discussing strategic exit planning while delivering critical updates on TCPA regulations and FCC policy changes. This episode provides essential insights for businesses navigating telecommunications compliance and corporate transition strategies.

Nonprofits are playing an increasingly visible role in shaping elections, but navigating the overlapping rules of federal tax law and state campaign finance requirements can be daunting. This on-demand webinar walks through the "rules of the road" for nonprofits that want to participate in elections without jeopardizing their tax status or running afoul of disclosure laws, translating legal frameworks into practical governance and compliance strategies drawn from real-world experience.

Your nonprofit’s foreign subsidiary or country branch office just lost its authorized bank signatory with a local transition of management or the board. The local bank won’t release funds to the new signatory until it sees a board resolution — apostilled.

The United States is home to more than 1.5 million charitable organizations, most of them public charities.1 Each one is a corporation and carries the obligations that come with that form: governance and board management, corporate registrations, compliance with financial accounting standards, disclosures to current and potential donors, filing an annual Form 990 with the IRS, and state charitable reporting.