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Articles by Amy Pandit
SEC Upends No-Action Letter Review Process For 2026 Proxy Season
Bradley Brasser’s articles from Jones Day are most popular: within Corporate/Commercial Law topic(s) in United States with readers working within the Retail & Leisure industries Jones Day are most popular: within Strategy topic(s) In Short The Situation: On November 17, 2025, the U.S. Securities and Exchange Commission ("SEC") announced that it will no longer be responding substantively to Rule 14a-8 no-action requests, unless the request relates to whether a proposal is proper under state...
Striking the Balance: Managing Shareholder Engagement in 2025
Proxy season, Schedule 13G, SEC, Shareholders More from: Amy Pandit, Joel May, Kim Pustulka , Jones Day Joel May, Kim Pustulka, and Amy Pandit are Partners at Jones Day. This post is based on a Jones Day memorandum by Mr. May, Ms. Pustulka, Ms. Pandit, Randi Lesnick, Ferrell Keel, and Ward Winslow. In Short The Situation: Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies.
The Harvard Law School Forum on Corporate Governance
Proxy season, Schedule 13G, SEC, Shareholders More from: Amy Pandit, Joel May, Kim Pustulka , Jones Day Joel May, Kim Pustulka, and Amy Pandit are Partners at Jones Day. This post is based on a Jones Day memorandum by Mr. May, Ms. Pustulka, Ms. Pandit, Randi Lesnick, Ferrell Keel, and Ward Winslow. In Short The Situation: Shareholder engagement has become a continuous, proactive process, requiring active participation from both investors and companies.
SEC Revises Guidance Affecting Shareholder Activism Under SLB No. 14M And C&DIs
The Situation: On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and rescinding staff guidance issued under prior SEC leadership.
SEC Revises Guidance Affecting Shareholder Activism Under SLB No. 14M and C&DIs
In Short The Situation: On February 12, 2025, the U.S. Securities and Exchange Commission's ("SEC") Division of Corporation Finance published Staff Legal Bulletin No. 14M ("SLB 14M") relating to the application of the shareholder proposal rules and rescinding staff guidance issued under prior SEC leadership.
Court Stays SEC's Climate Disclosure Rule, But Companies Should Continue Preparations (Podcast)
On Friday, March 15, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC's final Climate Disclosure Rules, adopted just over a week earlier. All of the challenges to the Rules filed in various courts will be coordinated for review before one court. As written, the Rules will require publicly traded corporations to make significant, new climate-related disclosures.
Court Stays SEC’s Climate Disclosure Rule, but Companies Should Continue Preparations
Click here to listen to the audio. On Friday, March 15, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay of the SEC’s final Climate Disclosure Rules, adopted just over a week earlier. All of the challenges to the Rules filed in various courts will be coordinated for review before one court. As written, the Rules will require publicly traded corporations to make significant, new climate-related disclosures.
Delaware Court Applies Traditional Entire Fairness Standard To Very Large Stockholder-Approved, Performance-Based Equity Award - Securities - United States
In Short The Case: A Tesla stockholder sued Tesla's board of directors to rescind a performance-based stock option grant awarded to Elon Musk, Tesla's CEO. The option award was worth a total of $56 billion and offered the opportunity to secure 12 tranches of options, each representing 1% of Tesla's outstanding shares as of the date when the board approved the award.
California Emissions Bills: What Your Company Needs to Know
In Short The Situation: The California legislature passed landmark climate bills that surpass emissions disclosure requirements of any other existing state law. The bills are branded as the nation's first comprehensive greenhouse gas ("GHG") emissions disclosure requirement.
Initial statement of beneficial ownership of securities
KNOW ALL BY THESE PRESENTS, that the undersigned, hereby constitutes and appoints each of Sean F. McClain, John Ciroli, Amy I. Pandit and Reena Ganju, signing singly and with full power of substitution and resubstitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer or director of Montauk Renewables, Inc.
SEC Adopts Mandatory Electronic Filing for Form 144
IN SHORT The Situation: The Securities and Exchange Commission ("SEC") adopted amendments that will mandate the electronic submission of certain documents, including Form 144, the form filed by insiders in connection with many proposed sales of restricted or control securities.
Eliminating Significant Gotchas: Sustainability Report Edition
In Short The Situation: The SEC and private-lawsuit litigants are increasing their focus on ESG-related disclosures and statements. This is seen in recent SEC enforcement actions, increased "greenwashing" litigation activity, and the SEC's proposed rules on climate-related disclosures. The Result: Companies' sustainability reports, and the goals and discussion provided therein, will likely be subject to greater scrutiny, and might result in increased reporting burdens in subsequent SEC filings.
Eliminating Significant Gotchas: Sustainability Report Edition
In Short The Situation: The SEC and private-lawsuit litigants are increasing their focus on ESG-related disclosures and statements. This is seen in recent SEC enforcement actions, increased "greenwashing" litigation activity, and the SEC's proposed rules on climate-related disclosures. The Result: Companies' sustainability reports, and the goals and discussion provided therein, will likely be subject to greater scrutiny, and might result in increased reporting burdens in subsequent SEC filings.
SEC Proposes Amendments Regarding Rule 10b5-1 Trading Plans And Share Repurchase Disclosure Rules
To print this article, all you need is to be registered or login on Mondaq.com. In Short The Situation: On December 15, 2021, the U.S. Securities and Exchange Commission ("SEC") proposed amendments that would significantly alter the ways in which (i) issuers, directors, and officers adopt and utilize Rule 10b5-1 trading plans, and (ii) issuers disclose share repurchases.
Investor Focus On Climate Change Continues To Rise
To print this article, all you need is to be registered or login on Mondaq.com. Climate change has long been an area of focus for investors. Over the past several months, companies have come under greater scrutiny and have begun to face increased pressure from investors, regulators, activists, and the public to make commitments to programs, policies, practices, and disclosures regarding climate change.
Investor Focus on Climate Change Continues to Rise | JD Supra
Climate change has long been an area of focus for investors. Over the past several months, companies have come under greater scrutiny and have begun to face increased pressure from investors, regulators, activists, and the public to make commitments to programs, policies, practices, and disclosures regarding climate change.
Biden's Executive Order On Climate-Related Financial Risk: What's Next For Financial Institutions?
United States: Biden's Executive Order On Climate-Related Financial Risk: What's Next For Financial Institutions? 07 June 2021 by Lisa M. Ledbetter , Jayant W. Tambe , Margaret R. Blake , Amy Pandit , Lanier Saperstein , Joseph Sconyers and Howard Sidman Jones Day Your LinkedIn Connections with the authors To print this article, all you need is to be registered or login on Mondaq.com.
Biden's Executive Order on Climate-Related Financial Risk: What's Next for Financial Institutions? | JD Supra
President Biden issued an Executive Order asking the Secretary of the U.S. Department of the Treasury to work with the Financial Stability Oversight Council to assess risks that climate change poses to the financial system. The Executive Order highlights the growing regulatory focus on climate-related financial risks, which will likely manifest itself through a growing number of related supervisory initiatives.
SEC Adopts Updates To Proxy Voting Advice Regime
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SEC Adopts Amendments To Modernize Certain Disclosure Requirements Under Regulation S-K
To print this article, all you need is to be registered or login on Mondaq.com. In Short The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") amended certain disclosure requirements under Regulation S-K relating to business, legal proceedings, and risk factor disclosures.
SEC Adopts Amendments To Modernize Shareholder Proposal Rules - Corporate/Commercial Law - United States
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SEC Adopts Amendments to Modernize Shareholder Proposal Rules | Lexology
In Short The Situation: In November 2019, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the rule that permits a qualifying shareholder to include a non-binding proposal in a company's proxy statement.
SEC Adopts Amendments to Modernize Certain Disclosure Requirements Under Regulation S-K | Lexology
In Short The Situation: In an effort to update the rules to improve disclosures for investors and to simplify compliance efforts for registrants, the U.S. Securities and Exchange Commission ("SEC") amended certain disclosure requirements under Regulation S-K relating to business, legal proceedings, and risk factor disclosures.
SEC Adopts Updates to Proxy Voting Advice Regime | Lexology
In Short The Situation: On July 22, 2020, the U.S. Securities and Exchange Commission ("SEC") adopted final rule amendments to regulate proxy voting advice as part of its emphasis on modernizing the proxy process. The final SEC amendments were modified from the SEC's original proposal in November 2019. For additional information, see our prior publication describing the SEC's original proposal.
COVID-19-Related Disclosure Considerations For Upcoming Periodic SEC Reporting
Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice): Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below. Mondaq has a "free to view" business model.
COVID-19-Related Disclosure Considerations for Upcoming Periodic SEC Reporting | Lexology
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and market volatility. Against this backdrop, companies face challenging and complex disclosure considerations. The staff of the U.S. Securities and Exchange Commission ("SEC") has provided guidance to help clarify U.S. public companies’ disclosure obligations.
SEC Guidance For Conducting Annual Meetings In Light Of COVID-19 And Related Considerations
To print this article, all you need is to be registered or login on Mondaq.com. In Short: In response to the growing public health and safety concerns associated with the spread of novel coronavirus disease ("COVID-19"), the U.S. Securities and Exchange Commission ("SEC") released guidance to help issuers and others meet their obligations under the federal proxy rules.
SEC Proposes Amendments To Modernize And Enhance Financial Disclosures
Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice): Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below. Mondaq has a "free to view" business model.
SEC Proposes Amendments to Modernize and Enhance Financial Disclosures | Lexology
In Short The Situation: In an effort to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments on January 30, 2020.
SEC Proposes Updates to Shareholder Proposal Rules and Proxy Voting Advice Regime | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
SEC Proposes to Modernize Certain Disclosures Under Regulation S-K | JD Supra
Updated: May 25, 2018: JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.
Say on Pay On Still Present
Internal Revenue Code Section 162(m) imposes a $1 million limit on the amount most public companies can deduct for compensation paid to any “covered employee.” The Tax Cuts and Jobs Act (the Act) significantly changes Section 162(m) by eliminating the exception for “qualified performance-based compensation,” expanding the “covered employee” group and expanding the definition of “publicly held corporation.” Compliance with the now-defunct qualified performance-based compensation exception to...
ISS Proxy Voting Shareholders
The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following is a high-level summary of the updates relating to US public companies. Disclosure of Shareholder Engagement.
Morgan Lewis & Bockius LLP : Nov 29, 2016 Morgan Lewis Partners Named to Pittsburgh Business Times’ “Who’s Who in Energy” List
PITTSBURGH, November 29, 2016: Morgan Lewis partners Kenneth Komoroski and Amy Pandit have been recognized by the Pittsburgh Business Times on its 2016 Who's Who in Energy list, honoring Pittsburgh-based key players in the energy industry. Mr. Komoroski and Ms. Pandit have been named to the annual list for several consecutive years.
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