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April 11, 2025

Timely Takes Podcast: The Staff’s CDIs on Engagement Topics & 13G Eligibility (With Transcript!)

We’ve posted an informative 27-minute episode of the “Timely Takes” podcast – John met up with Brian Breheny of Skadden, Rick Hansen of HP, and Allie Ritherford of PJT Camberview to discuss the Staff’s recent CDIs on Schedule 13G eligibility and their impact on shareholder engagement practices. With multiple guests and a technical subject, this one ended up being akin to a “mini webcast” – so we’ve also posted a transcript that you can refer back to. Topics include:

1. Overview of the Staff’s recently updated CDIs on Schedule 13D/13G and additional informal Staff guidance.

2. How investor approaches to engagements with management have changed in response to the CDIs.

3. How companies should respond to the new environment and maximize the value of investor engagements.

4. How investors’ response to the CDIs may influence the role of proxy advisors in contested elections.

5. Implications for companies facing activist campaigns.

6. Recommendations for investors on how to navigate the new environment.

If you have insights on a securities law, capital markets or corporate governance issue, trend or development that you’d like to share, email John at john@thecorporatecounsel.net or Meredith at mervine@ccrcorp.com.

Liz Dunshee

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