Public Company Watch: Q2 2025

This edition of the Public Company Watch highlights critical updates and regulatory changes affecting public companies. Staying informed on these topics is crucial for effective compliance and strategic planning.

Highlights include:

• DC Circuit Court of Appeals Rules That Proxy Voting Advice Is Not a ‘Solicitation’: On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit ended more than five years of uncertainty and confusion by ruling that proxy voting advice issued by proxy advisors is not a “solicitation” under the Securities and Exchange Act of 1934 (the Exchange Act).
• SEC Roundtable on Executive Compensation: The SEC hosted a roundtable on executive compensation during which the commissioners, investors, directors, in-house counsel, securities counsel and other experts in the field discussed potential changes to executive compensation disclose requirements.
• SEC Issues Concept Release on Foreign Private Issuer Eligibility: The SEC published a concept release soliciting feedback regarding whether and how the definition of foreign private issuer (FPI) should change in light of shifting demographics of FPIs over the past 20 years.
• DOJ’s M&A Safe Harbor Highlights Importance of Post-Close Due Diligence and Integration: Corporations and private equity firms can face significant financial, enforcement and reputational risks for past or ongoing misconduct of an acquired entity. A recent DOJ announcement regarding the agency’s decision not to prosecute White Deer Management for violations of U.S. sanctions and export control laws committed by a company White Deer acquired provides important lessons for minimizing such risks.
• New DOJ FCPA Guidelines Target Cases Linked to US Strategic Interests: An exploration of U.S. Deputy Attorney General Todd Blanche’s new DOJ FCPA guidelines, including key takeaways for companies.