Category: Corporate Governance
SEC’s new “investor advocate” takes a stand on NYSE proposed rule change
by Cydney Posner Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC. What was that recommendation? He recommended that the SEC disapprove the NYSE’s proposed rule change that would exempt certain early stage companies from having to obtain shareholder approval before selling additional […]
A “public benefit corporation” takes the IPO plunge (updated)
by Cydney Posner As previously discussed on this blog, a few companies have gone public as “Certified B Corporations,” but now we apparently have the first company to file for its IPO as an actual Delaware “public benefit corporation” (PBC). Earlier this month, Laureate Education, Inc., a global network of […]
PwC 2015 board survey reveals increasing levels of shareholder communications and proactive steps to deter hedge fund activists
by Cydney Posner The recent PwC survey of almost 800 directors of public companies contains some interesting data on directors’ views of communications with hedge fund activist and institutional shareholders, as well as proactive approaches to mitigate the risk of an activist challenge. (For survey results regarding board diversity, see this […]
It’s deja vu all over again: House bill to repeal pay-ratio provision
by Cydney Posner On September 30, the House Financial Services Committee approved, by a vote of 32 to 25, H.R. 414, the Burdensome Data Collection Act, following committee consideration and a mark-up session. Given that the bill is only one paragraph long, there was not too much to mark up. The […]
Boards still “pale, stale and male” after all these years. Could this be why?
by Cydney Posner PwC’s annual survey of almost 800 public company directors reveals that only 39% of directors surveyed viewed board gender diversity as “very important.” Moreover, men and women seem to have distinctly different views about the value of having women on boards: 63% of female board members said that gender […]
No surprise here: SEC and Amnesty file petitions for en banc rehearing in the conflict minerals case
by Cydney Posner To no one’s surprise, on Friday, the SEC and Amnesty International filed petitions for en banc rehearing in the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. That case, decided two-to-one in August of this year by a three-judge panel of the D.C. Circuit, reaffirmed […]
Are companies now quicker to settle with hedge fund activists?
by Cydney Posner According to data collected by Reuters, companies are settling with hedge fund activists “at the fastest pace since the financial crisis. The average number of days it takes companies to reach a settlement with activists threatening a proxy contest from the time of disclosure is 56, according […]
Are whistleblowers just out for the big bucks?
by Cydney Posner Given that, last year, the SEC awarded $30 million to one whistleblower alone, it looks like a pretty good gig. The previous year, the SEC awarded a whistleblower $14 million. That’s not too bad either. But according to a recent white paper from The Network, a provider of ethics […]
Does the UK’s Modern Slavery Act apply to your company?
by Cydney Posner The UK has adopted the Modern Slavery Act 2015, which imposes specific transparency requirements on many companies doing business in the UK, regardless of where the company is incorporated. Accordingly, the Act will have a broad sweep. See this Cooley Alert prepared by Sarah Pearce and Leo Spicer-Phelps […]
Trinity Wall Street files cert petition: will SCOTUS delve into the “ordinary business operations” exclusion for shareholder proposals?
by Cydney Posner You might recall Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal requesting that Wal-Mart’s board of directors develop a policy regarding the sale of high-capacity firearms, such as the AR-15 assault rifle, and other dangerous products. Wal-Mart sought to exclude Trinity’s proposal from […]
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