Category: Corporate Governance
SEC continues to grant no-action relief in connection with proxy access fix-it proposals
by Cydney Posner The SEC has posted a number of additional Corp Fin responses to requests for no-action, as well as to requests for reconsideration of previous denials of relief, regarding shareholder proposals to amend proxy access bylaws, so-called “fix-it” proposals. In all cases, the companies argued that they should […]
Another theory on Corp Fin’s position on proxy access fix-it proposals
by Cydney Posner Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. However, the basis for the staff’s determination to grant or refuse no-action relief in that context remains a conundrum.
For the avoidance of doubt, Acting Corp Fin Director confirms conflict minerals and pay-ratio disclosure rules still in effect
Cydney Posner As reported by the WSJ, at the SEC Speaks conference today, to avoid any doubt on the matter, Acting Corp Fin Director Shelley Parratt reminded companies that, notwithstanding the two requests for public comment issued by Acting SEC Chair Michael Piwowar and all of the Executive Orders aimed […]
Corp Fin refines its position on proxy access fix-it proposals (updated)
by Cydney Posner Corp Fin has refined its position with regard to exclusion of proposals to amend existing proxy access bylaws. As you may recall, the line drawn so far by Corp Fin has been that, where the shareholder proposal related to initial adoption of proxy access, Corp Fin has continued to […]
Recent trends in proxy statements
by Cydney Posner It just isn’t proxy season without some kind of account of the latest trends in proxy statements, so here’s one from CFO.com.
Shareholder proposals regarding lead director tenure: a harbinger of things to come? (Updated)
by Cydney Posner The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and continuity to the board — along with the gravitas sometimes necessary to challenge management. Others […]
Proposed changes in the Financial CHOICE Act 2.0
by Cydney Posner A just-released memo (subscription required) from Jeb Hensarling, Chair of the House Financial Services Committee, to the Committee’s Leadership Team outlines the proposed changes from the original Financial CHOICE Act, introduced last year (see this PubCo post), to be included in the Financial CHOICE Act 2.0. Of […]
McKinsey study suggests alliances with sophisticated long-term investors can help blunt corrosive effects of short-termism
by Cydney Posner In this study, consulting firm McKinsey raises the question of why so many companies seem to be ensorcelled by their short-term investors, which own only about 25% of the shares of U.S. companies, while failing to address — or perhaps even understand — the needs of their long-term […]
BlackRock CEO’s annual letter asks companies to address impact of changes in global environment
by Cydney Posner This year, in his annual letter to corporate CEOs, Laurence D. Fink, CEO of asset manager BlackRock, challenges companies to address the impact of significant political, economic, societal and technological changes on their current strategies for long-term value creation: “As BlackRock engages with your company this year, […]
Executive order to dramatically cut regulations inapplicable to SEC
by Cydney Posner As reported by Reuters today, the White House clarified and confirmed, after the signing of the executive order yesterday designed to cut back on federal regulations — and notwithstanding the President’s commentary immediately preceding the signing critical of Dodd-Frank and related rules — that the executive order does not apply […]
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