Category: Corporate Governance
So what should we do about conflict minerals compliance for next year?
by Cydney Posner As of now, Forms SD and conflict minerals reports are still due on May 31, 2017. With all the discussion, in light of the election results, of rolling back legislation and regulations, through the Financial CHOICE Act and otherwise (see this PubCo post), many are wondering whether […]
House cautions SEC and other agencies: no midnight rulemaking
by Cydney Posner As reported in the WSJ , Roll Call and Forbes, on Tuesday, 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. The letter, signed by the House […]
Will we see more activists using proxy access?
by Cydney Posner You might recall that, on November 9, 2016, GAMCO Asset Management Inc. (an 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 […]
SEC Chair White announces plan to resign
by Cydney Posner The SEC has announced that Chair Mary Jo White intends to resign at the end of President Obama’s term. One of the longest serving chairs, she has served for almost four years. In addition to a long list of accomplishments, including over 50 significant rulemaking initiatives while acting […]
CII hunts zombie directors
by Cydney Posner A new analysis from the Council of Institutional Investors, announced on October 31, reports a relatively high proportion of “zombie directors” remaining on corporate boards. (The date was not lost on CII: the press release was called a Halloween media advisory.) As you probably know, a “zombie […]
Proxy access gets a test drive
by Cydney Posner There’s been a lot of sturm und drang about proxy access, but no one has ever used it to nominate a board candidate…. that is, until now. CorpGov.net reports that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates […]
Undo Dodd-Frank?
by Cydney Posner With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress. The bill, sponsored by Jeb Hensarling, Chair of the House Financial Services Committee, was framed as a Republican proposal to […]
Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)
by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]
Passive investors: the invisible hand of the marketplace?
by Cydney Posner You might be interested in this article in the WSJ discussing the ascension to power-broker status of passive investors, such as index funds. The article contends that “leverage over America’s corporate boards… increasingly belongs to investors such as [the] pioneers of passive investment funds that track indexes […]
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