Alerts & Publications

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SEC Issues Guidance on Shareholder Proposals and Paper Courtesy Copies

On January 19, 2022, the SEC updated its prior guidance on the handling of shareholder proposals at virtual or hybrid shareholder meetings.  SEC Rule 14a-8(h) requires proponents or their representatives to show up at meetings to submit their proposals.  However, in a nod to the seemingly endless presence of COVID-19, the Division of Corporation Finance […]

Session 2022 Update: Week Two

The second week of the Legislative Session comes to a close today and it was a busy week in Tallahassee. Gunster’s Government Affairs team is working diligently, monitoring legislation and meeting with legislators and staff on behalf of each of our clients. Legislative Update: HEALTH CARE & COVID-19:Legislation that would extend the timeframe of liability […]

Session 2022 Update: Week One

The Florida Legislature opened the 2022 Session on Tuesday, January 11th. The House and Senate met in a join session Tuesday morning followed by Governor Ron DeSantis’ State of the State address. In the Governor’s address to the State, he emphasized Florida’s pandemic response and concluded that the state is free from Covid restrictions. Other […]

The SEC Ends 2021 with Lots of Proposals

It may not have been a white Christmas where you are, but the SEC ended 2021 with a flurry of rule proposals, all related to trading by companies and their officers and directors. Rule 10b5-1 “Trading” Plans and Insider Trading On December 15, the SEC proposed amendments to Rule 10b5-1 under the Exchange Act.  The […]

Private Wealth Services Year End Alert: The Build Back Better Bill as it Stands Right Now

As we have described in our six previous Client Alerts this year, Congress and the President have been battling over the tax provisions of multi-trillion dollar tax and spending legislation.  The week before Thanksgiving, the House of Representatives passed legislation called the “Build Back Better” bill (“BBB”).  It is now being considered by the Senate.  […]

SEC Adopts New Proxy Rules and Proposes Others

On November 17, the SEC took action on two matters involving proxies.  First, after a five-year delay, the SEC adopted rules requiring parties in a proxy contest to use so-called “universal” proxy cards that include all director nominees – those proposed by the insurgent and those proposed by the company — standing for election at […]

SEC Proposes Changes to EDGAR Filings

On November 4, the SEC announced proposed amendments to its rules governing electronic filings on EDGAR.  If adopted, the amendments would require certain forms that may currently be submitted in paper format to be submitted electronically. In particular, so-called “glossy” annual reports to securityholders, if submitted, would have to be submitted electronically in PDF format. […]

SEC Reverses Shareholder Proposal Interpretation

For the second time in several months (see here), the SEC under Chairman Gary Gensler has reversed a position taken by the SEC under its prior leadership.  Specifically, on November 3, the SEC issued Staff Legal Bulletin 14L, which rescinds three SLBs (14I, 14J, and 14K) and makes things easier for proponents of shareholder proposals […]

CMS Omnibus COVID-19 Health Care Staff Vaccination Interim Final Rule

In early September, the Biden administration announced its “Path out of the Pandemic” which, among other components of the Plan, included a vaccination mandate for certain health care settings.  On November 4, 2021, the Centers for Medicare & Medicaid Services (“CMS”) announced the publication of the Omnibus COVID-19 Health Care Staff Vaccination Interim Final Rule […]


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