Activist investors continue to make liberal use of the SEC’s Rule 14a-8 to submit proposals for inclusion in company proxy statements. One of the most important shareholder trends to emerge from 2018 is the increasing involvement and support of large institutional investors in certain campaigns. Crisis management was one area in particular that institutional investors prioritized and sought disclosure on in 2018. Highly charged current events such as the MeToo Movement, the opioid crisis and the debate over gun safety, for example, have led shareholders at some of the largest retailers and manufacturers to urge greater disclosure on the reputational risks of these issues.
On January 17, 2019, Hunton Andrews Kurth’s retail industry team, composed of more than 200 lawyers across practices, released their annual Retail Industry Year in Review publication.
In a recent speech, Securities and Exchange Commission (“SEC”) Chairman Jay Clayton summarized a number of regulatory priorities for 2019 that may interest retailers. Clayton began the speech looking back on 2018’s accomplishments, then spent the bulk of his time discussing planned rulemaking efforts in the coming year.
On October 23, 2018, the SEC Division of Corporation Finance issued Staff Legal Bulletin No. 14J (“SLB 14J”), which reiterated and expounded upon prior guidance regarding when companies may exclude shareholder proposals under the economic relevance exception of Rule 14a-8(i)(5), and the ordinary business exception of Rule 14a-8(i)(7). Continue Reading SEC Provides Additional Guidance on Excluding Shareholder Proposals
Retailers sued in state court might be pleasantly surprised to learn that the presence of a forum defendant may not always prevent removal to federal court based on diversity of citizenship. A procedural maneuver known as “snap removal” can allow a defendant to remove such a case in certain situations. Although federal district court rulings on the procedure’s validity are divergent, snap removal could gain traction from a recent thumbs up by the Third Circuit. Regardless of the governing precedent, successful snap removal requires constant vigilance, quick action and even a little luck. Continue Reading “Snap” to It When Your Company Is Sued in State Court
On August 17, 2018, the Securities and Exchange Commission (“SEC”) voted to adopt amendments to duplicative, overlapping, outdated or superseded disclosure rules for public companies. The new rules take effect on November 5, 2018 and are effective for all SEC filings made on or after that date. Continue Reading New SEC Disclosure Standards Effective November 5
A recent Supreme Court ruling regarding sales taxes and new tariffs on Chinese imports instituted by the Trump administration will impact many retailers, which could in turn have an effect on M&A activity in the retail industry. Continue Reading SCOTUS Tax Ruling and New Tariffs Could Affect Retail M&A Activity
Recently, Hunton Andrews Kurth launched a new blog, C-Suite Compensation Center. The blog will discuss compensation issues that are increasingly complex due to evolving laws, changing administrative rules and increasing shareholder activity.
The members of our Compensation practice group are multi-disciplinary within the various substantive areas of compensation. As multi-disciplinary practitioners, we take a holistic and full-service approach to compensation matters that considers all substantive areas of compensation.
As detailed in our recent client alert, the Securities and Exchange Commission (“SEC”) recently proposed or adopted several rules of interest to retailers, particularly those that are publicly traded. They concern (1) final rules modernizing the definition of “smaller reporting company” (“SRC”), (2) final rules implementing the use of Inline eXtensible Business Reporting Language (“XBRL”) and (3) proposed rules amending the SEC’s whistleblower program. Continue Reading SEC Rulemaking Activity of Interest to Retailers
As the 2018 proxy season is winding down, some trends have begun to emerge regarding CEO pay ratio disclosure, shareholder proposals and virtual shareholder meetings. Continue Reading 2018 Proxy Season Update