Reverse mergers offer a range of advantages — both for shell companies seeking a private acquisition and for private companies looking to enter public markets without undergoing a traditional IPO. Because reverse mergers frequently involve shell companies, they trigger specific SEC disclosure requirements and often attract heightened regulatory scrutiny. This guide will help you understand what a reverse merger entails and what to expect from the process.
What is a Proxy Solicitor?
While public companies and their shareholders often strive for aligned interests and collaborative engagement, differing priorities can surface — particularly when strategic direction or governance decisions challenge investor expectations. Investors may seek near-term returns or specific ESG and sustainability commitments, while corporate boards prioritize long-term resilience and growth. When objectives don’t match, navigating this complex dynamic requires clarity, structure, and strategic communication.
Best Practices for Virtual Shareholder Meetings
Before the COVID-19 pandemic changed everything, in-person shareholder meetings were standard. But mandated building closures and limits on the number of people allowed in a room became the norm for an extended time in 2020, creating obstacles and requiring companies to consider alternatives.
Building an Effective Creation Process for Your Proxy Statement
A new DFIN-sponsored report from Governance Intelligence has everything you need to build a world-class proxy statement.
Especially timely, given the rise of shareholder activists, the report features an in-depth interview with Ron Schneider, director of corporate governance services at DFIN, on how to get the proxy development process right.
In addition, it contains a wealth of insights from experts, including:
Proxy Season Field Guide - 12th Edition
The 2025 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2025 proxy season.
In the past few years, the SEC adopted numerous rules and rule amendments that will shape the 2025 proxy season and proxy seasons to come. The changes include:
Rethinking How to Engage Shareholders, Activists via Proxies
Law360 recently published a feature story from DFIN’s President of Global Capital Markets, Craig Clay, and Director of Corporate Governance Services, Ron Schneider, titled, It’s Proxy Season – Transforming How You Engage Shareholders and Activist Investors.
SEC Form DEF 14A
SEC Form DEF 14A is a type of proxy statement the SEC requires companies to file before they hold an annual meeting or conduct a shareholder vote. A company's 14A filing contains important financial information and corporate governance committee information. Keep reading to take a deeper look at the SEC Form 14A, including SEC filing details for this proxy statement.
With Proxy Season fast approaching, companies face increasing pressure from key stakeholders to adopt and maintain strong governance practices. For businesses, the proxy statement remains a vital tool for communicating these governance policies and addressing key issues and concerns.
Say-on-Pay & Golden Parachute Votes
The SEC has recently passed new rules that pertain to shareholder votes on executive pay, including Say-on-Pay provisions and Golden Parachute votes. Learn about the purpose of these new rules for corporate governance and accountability and how these laws may potentially impact companies.
At the recent Corporate Reporting Forum in NY hosted by IR Magazine and Governance Intelligence, Ron Schneider, DFIN’s Director of Corporate Governance Services, participated on a panel titled “Preparing for the next proxy season: Essential Steps”. Following the panel, Ron was interviewed by the sponsors.