United States: Shareholders

The SEC's Division of Corporation Finance has announced it will no longer respond to Rule 14a-8 no-action requests, marking a significant shift in the shareholder proposal process. Companies must still comply with notification requirements under Rule 14a-8(j), but without staff guidance on exclusion decisions, they will need to rely on existing SEC guidance, precedent, and judicial decisions.

Representative Sean Casten has introduced legislation requiring companies with multi-class stock structures to disclose voting results broken down by share class, addressing growing concerns about transparency as one-third of 2025 IPOs featured dual-class structures. The bill would mandate detailed vote tallies within four business days of shareholder meetings...

The SEC's Division of Corporation Finance has announced it will no longer respond to no-action requests regarding shareholder proposals under Rule 14a-8, marking a significant shift in how companies handle proxy statement exclusions. This policy change, effective immediately, eliminates the Staff's intermediary role between companies and shareholder proponents. Companies preparing for the 2026-2027 proxy season must now navigate proposal exclusions without SEC Staff guidance, fundamentally altering the shar

Let’s say you are a minority interest holder facing a squeeze-out merger. If someone else controls the process, the price, and the paperwork, how do you know the deal was fair? Can a minority shareholder that also holds a meaningful stake in the controller really be counted among the “disinterested” minority?...

On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).

In an era where legal disputes unfold simultaneously in courtrooms and across social media, New Jersey businesses face a critical challenge: managing legal exposure and reputational risk as interconnected concerns rather than separate issues. When a complaint becomes publicly accessible online within moments of filing, or when regulatory investigations trigger immediate stakeholder scrutiny, the traditional separation between legal strategy and public perception becomes not just outdated but potentially

The Umbrella Partnership-C Corporation structure has evolved from a niche tax-efficient IPO vehicle into a mainstream mechanism for pre-IPO insiders seeking liquidity while preserving partnership tax treatment. However, the same structural features that make Up-Cs economically attractive may create recurring dilution issues when insiders influence tax distributions or liquidity flows between the private operating partnership and public corporation.

Prior to 2018, widely-used tax plans of U.S.-based multinational groups were designed to achieve three basic goals in connection with European operations: (i) the reduction of European taxes as European profits were generated, (ii) the integration of European tax plans with U.S. tax concepts to prevent Subpart F from applying to intercompany transactions in Europe, and (iii) the reduction of withholding taxes and U.S. tax under Subpart F as profits were distributed through a chain of European companies and

Facing complex legal matters such as insurance claims, shareholder disputes, and commercial contracts requires specialized expertise to achieve favorable results. Without proper legal guidance, businesses and individuals risk costly mistakes and unfavorable outcomes that could have lasting consequences.