Category: Corporate Governance

Likely interim SEC Chair spells out his priorities

by Cydney Posner According to this article in the WSJ,  SEC Commissioner Michael Piwowar, who will probably become acting Chair when current Chair Mary Jo White steps down this month, has agreed with fellow Commissioner Kara Stein about various rulemakings that they might pursue in the interim until nominee Jay […]

Why does management seek to exclude shareholder proposals?

by Cydney Posner In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No?Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management seeks to exclude shareholder proposals: are corporate managers acting as “responsible managers” who view shareholder proposals […]

ISS and Glass Lewis Update 2017 Proxy Voting Policies

by Cydney Posner If you haven’t already, please check out our recent Cooley Alert, ISS and Glass Lewis Update 2017 Proxy Voting Policies.  It’s a great way to start the new year and a lot more fun than a diet!

CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cydney Posner Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to  Below are summaries.

SEC Chief Accountant and staff speak at AICPA National Conference

by Cydney Posner Earlier this month, at the 2016 AICPA conference on current developments, the SEC’s Chief Accountant and several staff members of his office shared their insights on a variety of key accounting topics, among them the following:

SEC Chair White to Republican Senators: fuggedaboudit

by Cydney Posner Ok, she was actually much more polite than that.  You might recall that, in November after the election, House Republicans sent a letter to federal agencies requesting that they not engage in any “midnight” rulemaking — adoption of new rules before the new administration is sworn in.  (See this […]

A city takes on CEO pay it considers “disproportionate” — will others follow suit?

by Cydney Posner The NYT reports on an effort by one city to address income inequality by imposing a surtax on companies that pay their CEOs more than 100 times the median pay of their rank-and-file workers. According to the article, on December 7, the City Council of Portland, Oregon […]

Hitting populist note, U.K. proposes enhancements to corporate governance — will the new U.S. administration follow the populist playbook?

by Cydney Posner One of the prevailing narratives of the recent Presidential election was that the same gestalt that drove the Brits to vote for Brexit also animated the pro-Trump forces and led to his presidential victory.  Why then, when it comes to regulation of corporate conduct, do the two […]

Environmental shareholder proposals increase in frequency and sophistication, but will they continue to be viable?

by Cydney Posner In this article, the WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from requests for greenhouse gas emissions cuts to demands for disclosure of strategies to manage climate […]

That was quick — proxy access test drive hits a wall

by Cydney Posner You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the […]