Purpose To explain SEC Division of Corporation Finance Staff Legal Bulletin No. 14H (SLB 14H), which provides interpretive advice on how the Staff will treat shareholder proposals under the “directly conflicts” and “ordinary business” exclusions under Rule 14a-8....

Purpose: Over 15 years ago Goodwin created the first open-ended, non-traded real estate investment trust (REIT) with regular sales and redemptions at net asset value (“NAV REIT”). While NAV REITs are now well established, there is still room for improvement. Design/methodology/approach:...

Purpose – The article highlights one of several recent SEC enforcement developments involving whistleblowers. Design/methodology/approach – The article describes a recent SEC enforcement action based on confidentiality provisions of a company agreement, highlights the provision that the SEC...

Purpose To explain a series of no-action letters recently released by the SEC’s Division of Corporation Finance that help to clarify the circumstances in which a company may exclude shareholder proposals involving proxy access bylaw provisions from the company’s proxy statement....