Q3 2020 U.S. Legal & Regulatory Developments

The following is our summary of significant U.S. legal and regulatory developments during the third quarter of 2020 of interest to Canadian companies and their advisors.

1. SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities

On July 22, 2020, the U.S Securities and Exchange Commission (the "SEC") voted 3-1 to adopt final rule changes and related guidance on proxy voting advice. In a move welcomed by companies, but strongly opposed by proxy advisory firms and their investor clients, the final rules take a "principles-based" approach to the regulation of proxy voting advice.

The amendments, among other things:

• codify the SEC's longstanding view that proxy voting advice generally constitutes a solicitation for purposes of the proxy rules;