Discussion Draft of the Financial CHOICE Act
by Cydney Posner A discussion draft for the Financial CHOICE Act is now publicly available. Many of the provisions of interest from a corporate standpoint are in Title IV—Capital Markets Improvements and Title X—Unleashing Opportunities for Small Business, Innovators, and Job Creators by Facilitating Capital Formation. (It doesn’t exactly unleash […]
Corp Fin issues new CDIs providing guidance on Rule 701 primarily in the merger context
by Cydney Posner Corp Fin has just issued some new CDIs providing guidance on Rule 701, with all but one of the CDIs addressing the application of Rule 701 in the context of merger transactions. The new CDIs are summarized below:
How did corporate boards become afflicted with economic ADHD?
by Cydney Posner A lot has been written about the impact of short-termism on the US economy. (See, for example, this PubCo post, this PubCo post and this PubCo post) This post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, “How Economic Attention Deficit Disorder Infected […]
EU reaches understanding on conflict minerals framework
by Cydney Posner According to Euranet Plus News Agency, the “EU has reached a preliminary deal to curb the trade in minerals from war zones and corrupt regimes. The rules will force companies that mine, refine or import ‘conflict minerals’ and metals into the EU to audit the suppliers they […]
The Financial CHOICE Act would dismantle a whole lot more in Dodd-Frank than just financial regulation
by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released, but an executive summary is available. Most of the press attention has […]
Does director tenure affect company value?
by Cydney Posner With a number of institutional investors and proxy advisory firms advocating that public companies adopt “board refreshment” policies, much energy has been devoted to studying the impact of director tenure in the context of corporate governance. In “Do Directors Have a Use-By Date? Examining the Impact of […]
SEC permits use of Inline XBRL — will it be enough to make XBRL great?
by Cydney Posner Until now, companies have been required to provide the financial statements accompanying their periodic and current reports in “structured,” i.e., machine-readable, format using XBRL and to provide this XBRL data as an exhibit to their filings. Today, the SEC issued an order allowing companies, on a voluntary […]
Could disclosure avert a decline in investment in human capital?
by Cydney Posner Much attention has been paid to the decline in spending on R&D and capital investments attributed to short-termist myopia. Hedge fund activists have been impugned for pressuring companies to return capital to shareholders in the form of buybacks and dividends at the expense of funding R&D and […]
Board gender diversity? Hedge fund activists fail miserably but women-led businesses fare better
by Cydney Posner As reported earlier this year on Bloomberg, when activists seek to replace directors at target companies, they rarely look to women. Bloomberg analyzed data regarding five of the biggest U.S. activist hedge funds, each managing at least $18 billion in assets. The data showed that, since the […]
Will the virtual-only shareholders’ annual meeting, once disparaged, be rejuvenated?
by Cydney Posner For many years, annual meetings of shareholders have been viewed as increasingly moribund rituals of corporate governance, as fewer and fewer shareholders are able or willing to overcome the logistical and financial burdens of attendance in person. As a result, in many cases, meetings have evolved into […]
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