News

25 Aug, 2026

Proxy Advisors Face New Antitrust Scrutiny—What Companies Need to Know

The Justice Department has withdrawn a 1987 Business Review Letter issued to Institutional Shareholder Services (ISS), signaling increased antitrust scrutiny of the proxy advisory industry. The move does not establish that ISS or other proxy advisors violated antitrust law, but it could affect how public companies, institutional investors, and boards approach proxy voting and corporate governance matters. What Changed On August 5, 2026, the DOJ's Antitrust Division withdrew a Business Review Letter it issued to ISS in 1987. The original letter stated that the Division did not then intend to challenge ISS's proposed proxy advisory activities under the antitrust laws. DOJ now says the letter no longer reflects ISS's current business practices or the Division's view of those practices. Why the DOJ Is Taking Another Look DOJ pointed to changes in ISS's business model, including its expansion into corporate consulting services. It also highlighted market concentration, stating that ISS and Glass Lewis together control more than 90% of the proxy advisory market. Why This Matters for Public Companies Proxy advisors can play an influential role in shareholder voting on director elections, executive compensation, governance proposals, and other corporate matters. Increased government scrutiny could affect how proxy advisors develop recommendations, interact with companies, and operate during future proxy seasons. What Boards Should Consider Now The DOJ's action does not create new compliance requirements for public companies. Boards and legal teams should nevertheless monitor developments involving proxy advisors, document independent governance decisions, and maintain direct communication with significant shareholders rather than relying exclusively on proxy advisory recommendations. Prepare Early for Contested Votes Companies facing significant shareholder proposals, director elections, or other contested matters may benefit from reviewing proxy advisor policies early and communicating directly with institutional investors about the company's position. What to Watch Next The withdrawal itself is not an enforcement action, but it signals that the DOJ is paying closer attention to competition in the proxy advisory industry. Public companies should monitor potential investigations, regulatory developments, litigation, and changes to ISS and Glass Lewis policies as future proxy seasons approach. How SJKP Can Help SJKP's corporate attorneys can assist public companies, boards, and investors with corporate governance, shareholder matters, securities compliance, and proxy-related issues. Companies facing significant shareholder votes or changing regulatory requirements can work with counsel to evaluate governance risks and prepare an appropriate strategy.

25 Aug, 2026

SEC Updates Rule 0-1(a)(7): What Fund Compliance Teams Need to Know

The SEC has adopted technical amendments to Rule 0-1(a)(7), which sets governance standards for regulated funds relying on certain exemptions under the Investment Company Act. The change removes two requirements that were struck down by a federal court nearly two decades ago, bringing the written regulation into line with the law already in effect. What Changed in Rule 0-1(a)(7) The SEC removed language requiring at least 75% of a regulated fund's directors to be disinterested and requiring the board chair to be a disinterested director. Both requirements were vacated by a federal appeals court in 2006, but the outdated language remained in the Code of Federal Regulations. Why the SEC Made the Change Now The amendment is intended to make the regulatory text accurately reflect the court's earlier decision. The SEC emphasized that the update is technical and does not create new substantive compliance obligations. Who This Affects The amendment is primarily relevant to registered investment companies and business development companies that rely on exemptive rules tied to Rule 0-1(a)(7). Fund boards, investment management counsel, and compliance teams should be familiar with the corrected governance standards. What Fund Compliance Teams Should Review Although the amendment does not impose new requirements, compliance teams should review governance manuals, board materials, internal policies, and templates to make sure they do not continue to describe the vacated 75% independence or independent-chair requirements as mandatory. The Majority Independence Standard Remains Rule 0-1(a)(7) continues to require a majority of fund directors to be disinterested directors. Other governance provisions that were not affected by the 2006 court decision also remain in place. When the Amendment Took Effect The technical amendments became effective on August 6, 2026. Because they simply conform the CFR to a court ruling that has been legally effective since July 2006, the SEC did not establish a separate transition or grace period. How SJKP Can Help SJKP's corporate and securities attorneys can assist investment companies, fund managers, and compliance teams with regulatory reviews, fund governance matters, internal policies, and SEC compliance. Organizations reviewing their governance documentation can work with counsel to identify outdated requirements and confirm that current procedures reflect applicable federal securities law.

25 Aug, 2026

SEC Updates Rule 14a-8 Guidance: What Shareholders and Companies Need to Know

The SEC staff has stepped out of the shareholder proposal process entirely.On August 14, the Division of Corporation Finance announced it will no longer respond to any Rule 14a-8 no-action request — including requests under 14a-8(i)(1), the one category it had preserved last season. It will also stop issuing no-objection letters in response to 14a-8(j) notices, even where the company represents it has a reasonable basis to exclude.Effective immediately, unless and until the Division says otherwise. The mechanics are unchanged. A company intending to exclude a proposal still files a 14a-8(j) notice at least 80 calendar days before the definitive proxy, now through the online Shareholder Proposal Form, with a copy to the proponent. The Division's shareholder proposal email address is no longer active. What changed is who decides. Companies now make exclusion calls without any indication of how the staff sees them — and without the letter that has historically discouraged proponents from pressing further. Absence of staff objection was never a legal safe harbor, but it functioned as one in practice. That cushion is gone, and the exposure runs to shareholder litigation. One consequence worth anticipating: the 14a-8(j) notice is now written for a different audience. Not the staff, but the proponent, other shareholders, and the proxy advisors who will be forming a view without the staff's. What Changed Under Rule 14a-8 Staff Legal Bulletin No. 14M changed the SEC staff's approach to several Rule 14a-8 issues, including certain ordinary-business and economic-relevance analyses. Companies should review older no-action precedent carefully when evaluating whether a shareholder proposal may be excluded. Why This Matters The updated approach affects companies seeking to exclude shareholder proposals as well as shareholders seeking inclusion. The relationship between a proposal and the particular company's business and circumstances may play an important role in the analysis. What Companies Should Review Public companies should review their proxy-season procedures to ensure they reflect current SEC staff guidance. This includes shareholder eligibility reviews, potential grounds for exclusion, internal documentation, and procedures for escalating significant proposals to legal counsel or the board. Shareholder Engagement May Become More Important Early communication with proposal sponsors may help clarify concerns, identify existing company actions, or create opportunities to modify or withdraw a proposal before the matter becomes contested. Risks Companies Should Keep in Mind Companies should not assume that older SEC staff precedent will produce the same result under the current approach. Decisions should account for the specific proposal, company circumstances, applicable Rule 14a-8 provisions, current SEC guidance, and the documentation supporting any proposed exclusion. What to Watch Next Rule 14a-8 remains an evolving area. Companies and shareholders should continue monitoring SEC guidance, no-action developments, litigation, and future proxy-season procedures that could further affect how shareholder proposals are handled. How SJKP Can Help SJKP's corporate attorneys can assist public companies and shareholders with SEC compliance, shareholder proposals, proxy-related matters, corporate governance, and shareholder engagement. Companies preparing for proxy season can work with counsel to review Rule 14a-8 procedures, assess potential exclusion issues, and develop an appropriate response to shareholder proposals. Contact SJKP to schedule a consultation and discuss how the updated guidance may affect your organization.

17 Aug, 2026

New York's LLC Transparency Act Deadline Is Approaching: What Business Owners Need to Know

New York's LLC Transparency Act has a December 31 deadline — but it probably does not apply to your LLC.The Act took effect January 1, 2026. At the end of last year, the Department of State confirmed its scope is narrower than originally drafted: it reaches LLCs formed outside the United States that are authorized to do business in New York. Domestically formed LLCs are outside it. For those it does cover, a foreign LLC authorized before January 1, 2026 must file a beneficial ownership disclosure — or an attestation of exemption, if one applies — with the Department of State by December 31, 2026. Foreign LLCs authorized on or after that date file within 30 days of their application for authority. Both are annual obligations thereafter, not one-time filings. Two points that get missed. An exemption does not excuse the filing; it changes what you file. And this sits alongside the federal regime, which has moved separately — compliance with one does not answer the other.If you hold interests in New York through non-U.S. entities, the entity chart is worth reviewing before year-end.Our latest Legal News update has the details. What the Act Requires The Act applies to most LLCs formed in New York, as well as out-of-state LLCs registered to do business here. Non-exempt LLCs, generally referred to as reporting companies, must disclose beneficial ownership information, including names, addresses, and dates of birth for each beneficial owner. Exempt companies still need to file, though their filing is an attestation of exemption rather than full ownership disclosure.LLCs formed on or after January 1, 2026, face a shorter window. These newer entities must file their beneficial ownership disclosures within 30 days of formation. Every reporting or exempt LLC will also need to file annual updates going forward to keep its information current. Why This Deadline Matters Missing the filing deadline carries real consequences. An LLC that fails to file within 30 days of its applicable deadline can be marked "past due" in the Department of State's public records. Continued noncompliance can eventually lead to a "delinquent" designation, and penalties can include fines of up to $500 per day.The New York Attorney General also has authority to pursue enforcement action against delinquent LLCs, which can include suspension, cancellation, or dissolution in serious cases. Beyond the direct penalties, a company's public compliance status can affect its standing with lenders, investors, and business partners. An Evolving Compliance Landscape The New York Act shares much of its structure with the federal Corporate Transparency Act, though the two now diverge in important ways after federal reporting requirements were scaled back to focus on non-U.S. companies. New York's requirements were not similarly narrowed, which means many LLCs now face a state filing obligation that no longer has a matching federal counterpart. Business owners who assumed the federal rollback also applied at the state level may be working from outdated information.Guidance from the New York Department of State on certain procedural details, including the annual statement filing deadline, is still developing. Business owners should expect additional clarity in the months ahead, but that uncertainty is not a reason to wait on the parts of compliance that are already clear. What Business Owners Should Do Now Companies formed before January 1, 2026, still have time before the December 31 deadline, but the beneficial ownership review process can take longer than expected once ownership structures, trusts, or multiple stakeholders are involved. Reviewing formation documents and capitalization records early generally makes the filing itself far more straightforward. How SJKP Can Help SJKP's corporate attorneys are helping New York business owners assess their LLC Transparency Act obligations, determine reporting or exempt status, and prepare for the December deadline. If your business has not yet reviewed its beneficial ownership reporting obligations, now is the time to start. Contact SJKP to schedule a consultation and put a compliance plan in place before the deadline arrives.

21 Apr, 2026

Signing of an MOU for Business Cooperation with Horizon M&A Advisors

Horizon M&A Advisors and SJKP signed a Memorandum of Understanding (MOU) on April 19, 2026. Horizon M&A Advisors is a consulting firm providing comprehensive M&A advisory services, with a focus on buy-side and sell-side advisory, as well as corporate valuation, exit strategy development, and sell-side readiness. The firm has executed a wide range of transactions for companies ranging from small and medium sized enterprises (SMEs) with revenues under $5 million to mid-sized companies with revenues between $5 million and $100 million, including transactions involving private equity funds and institutional investors. The firm has strong sector expertise across core industrial sectors, including manufacturing, healthcare, facility management, specialized construction, IT/software, precision metals, and solar EPC. It delivers reliable advisory services backed by experience in over 500 transactions and a cumulative deal track record totaling several billion dollars. Through this agreement, SJKP has established a cooperative framework with Horizon M&A Advisors and plans to provide more specialized and closely coordinated advisory services in future U.S. M&A transactions involving Korean companies.

13 Feb, 2026

Why You Need Someone Who Knows Where the System Breaks

When I first started as a prosecutor at the Kings County District Attorney’s Office, a mentor told me something that shaped the way I understand the entire criminal justice system. He said that our system is built on centuries of American and British common law, layered with reforms and political movements, and held together with procedural rules that were never designed with the modern world in mind. He told me that if we had to build a criminal justice system from scratch today, no one would design anything that looks like what we have now. Yet this is the structure we must work within, and every shift in policy, every legislative reform, and every public pressure campaign forces the system to bend rather than break. The last several years have illustrated this in dramatic fashion. In 2020, the New York Legislature shifted the balance significantly toward defendants. But the reforms created real strain. Changes to New York’s speedy trial statute, CPL 30.30, resulted in widespread dismissals based not on the strength of the evidence, but on procedural timing and administrative hurdles. Legislators eventually amended the statute again in an effort to moderate the consequences, but even after the revisions, the day to day reality remains that prosecutors face obstacles that have nothing to do with their skill or judgment. They are limited by the machinery of the system itself. In many counties, prosecutorial discretion is determined not by considered policy decisions, but by bottlenecks in technology and infrastructure. Drug prosecutions provide a clear example. Even where the evidence is strong, the state laboratory system often lacks the staff, or technological capacity to test substances quickly enough to meet statutory deadlines. The volume of cases overwhelms the system, and when capacity collapses under that weight, defense attorneys do exactly what they are supposed to do. They exploit the weak points. They push the system to honor its own deadlines. They use the gaps to protect their clients.These weak points are not accidents. They are the natural cracks in a system built over centuries, patched repeatedly, and expected to operate at modern speed without modern tools. Prosecutors are young attorneys with massive caseloads, limited support, and constant pressure. They are human, and humans cannot outrun structural deficiencies. Until the system embraces meaningful modernization, including the integration of new technology and artificial intelligence to support discovery, organization, and evidence management, these cracks will widen. The key is understanding that criminal practice is not a smooth or predictable process. It is a terrain full of blind corners, procedural traps, and structural weaknesses. To navigate it effectively requires more than bold talk or courtroom theatrics. It requires someone who has seen these weak points from the inside, someone who knows not just where the cracks are but why they exist and how they influence strategy. The law swings back and forth. Policies shift, statutes change, procedures tighten and loosen with political winds. Through all of this, the system remains imperfect. It rewards those who know where to push, when to press, and how to see the invisible seams that hold everything together. In sum, criminal practice is not clear cut. It is shaped by shifting laws, structural flaws, and consequences that reach into every corner of a person’s life. In a system defined by change, you need the one thing that does not waver: an advocate who understands the system’s vulnerabilities and knows how to navigate them. The stakes are too high for guesswork. At SJKP, we stand as the constant in a landscape of uncertainty, and we are ready to fight for you.