Month: March 2018

SEC Commissioner Jackson sees cyber threat as a corporate governance issue

In remarks on Thursday of last week to the Tulane Corporate Law Institute, SEC Commissioner Robert Jackson discussed what he termed to be “the most pressing issue in corporate governance today: the rising cyber threat.” To support his characterization, Jackson reports that, in 2016, there were over 1,000 data breaches with an aggregate cost of over $100 billion, according to the Identity Theft Resource Center. And the issue has “rocketed to the top of the corporate agenda”: “One recent study showed that nearly two-thirds of executives identified cyber threats as a top-five risk to their company’s future. That shows how quickly this has become a board-level issue.”

Cooley Alert: SEC Issues New Guidance on Cybersecurity Disclosure and Policies

Our most recent Cooley Alert discusses the SEC’s new guidance on cybersecurity disclosure and policies.  The message of the guidance is this – with the increasing importance of cybersecurity and the increasing incidence of cyber threats and breaches, companies need to review the adequacy of their disclosures regarding cybersecurity and consider how […]

BDO identifies questions companies may need to address at annual meetings of shareholders this season

Just in time to get ready for those annual meetings of shareholders, accounting firm BDO’s Center for Corporate Governance and Financial Reporting has developed a list of topics that companies should be prepared to address at their annual meetings of shareholders this season.  The broad themes include the impact of efforts by the current administration regarding protectionism, taxes and deregulation, as well as corporate accountability and compliance.

SEC Chair confirms mandatory shareholder arbitration provisions and dual-class share structures not near-term priorities

Last week, at a meeting of the SEC’s Investor Advisory Committee, SEC Chair Jay Clayton delivered an opening statement, part of which addressed two governance topics of recent debate. One of the topics—dual-class share structures—was on the Committee’s agenda, while the other—mandatory shareholder arbitration provisions—was not.  In both cases, Clayton’s mission was to explain “why they are not on my list of near-term priorities.”

Equilar reports on advances in board gender diversity

Happy International Women’s Day!  

According to the latest Equilar Gender Diversity Index (GDI), based on the current rate of growth, board gender parity for companies in the Russell 3000 is now expected to be achieved by 2048, an advance from the estimate published in the inaugural 2017 GDI, which did not project parity until 2055. At that point, women held only 15.1% of board seats for the Russell 3000, compared to 16.5% as of the end of 2017. Should we cheer?

ISS highlights trends in shareholder proposals for the 2018 proxy season

In this article, ISS provides a snapshot of shareholder proposals thus far in the 2018 proxy season. The most salient point is that over two-thirds of the proposals in the ISS database related to social or environmental issues, far outpacing the governance- and compensation-related proposals that historically have dominated the agenda. What’s going on?

SEC approves amendments to NYSE Manual largely eliminating requirement to deliver to NYSE hard copies of proxy materials

On March 1, the SEC approved the NYSE’s proposal to largely eliminate the requirement to provide hard copies of proxy materials to the NYSE. Prior to approval of the amendment, listed companies were required to provide hard copies of proxy materials to the NYSE under Section 204.00(B) and Section 402.01 of the NYSE Manual. Notwithstanding the requirements of Rule 14a-6(b) to deliver hard copies to the applicable exchange (from which the NYSE has obtained no-action relief), the amendment to Section 402.01 provides that listed companies will not be required to provide hard copies of proxy materials to the NYSE, so long as they are included in their entirety in an SEC filing available on EDGAR.