Category: Corporate Governance

SEC Chair White discusses potential SEC coming attractions: sustainability reporting

by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, the last agenda item discussed by SEC Chair Mary Jo White was the current state of  sustainability reporting.  The bottom line: the “issue has our attention.” 

SEC Chair White discusses SEC coming attraction: board diversity disclosure

by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity disclosure in proxy statements. The goal will be to require “more […]

SEC approves Nasdaq proposal for golden leash disclosure

by Cydney Posner As discussed in this PubCo post and this PubCo post, in March, Nasdaq resubmitted to the SEC a proposal requiring listed companies to disclose third-party compensation of directors in connection with their candidacy for or service on company boards.  These “golden leash” arrangements are most common in connection […]

The impact of Brexit

by Cydney Posner For those interested in the impact of Brexit — and who isn’t these days? — see this excellent post by Chris Finney of Cooley’s London office.  Also see this page on the Cooley website devoted to Cooley Alerts and posts on Brexit and its implications, including in areas such […]

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 […]

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 […]

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 […]