CLS Blue Sky Blog

In September the Securities and Exchange Commission proposed to rescind Rule 14a-8, which requires companies to put qualifying shareholder proposals in their proxy materials. Prominent scholars have

The Securities and Exchange Commission today [November 10] provided its enforcement results for the past fiscal year which ended September 30. Throughout the fiscal year, the SEC’s Division of Enforcement remained focused on its fundamental responsibility: protecting investors, holding wrongdoers accountable, and safeguarding the integrity of the U.S. capital markets. The Div...

Smaller and newer public companies have long been exempt from Section 404(b) of the Sarbanes-Oxley Act, which requires an outside auditor to attest to the effectiveness of a company’s internal control over financial reporting. In May 2026, the SEC proposed exte...

On September 30, California Governor Gavin Newsom signed Assembly Bill 2599. This new law – the first of its kind in the United States – requires large companies doing business in California to conduct a records search for specified slavery-related conduct and submit to California an affidavit of their findings, which will be made public. We discuss AB 2599 in more detail in ...

In 1919, Massachusetts allowed manufacturing companies to let their employees nominate and elect directors. Those directors were to have the same rights and powers, and the same duties and responsibilities, as directors elected by stockholders. Employment could provide access to the board without first being converted into share ownership.