Category: Securities
NYC Comptroller submits proxy access proposals to 72 companies for 2016
by Cydney Posner As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the Comptroller’s continuing Boardroom Accountability Project. The list of the 72 companies targeted this […]
Nasdaq survey of corporate interaction with proxy advisory firms
by Cydney Posner Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season. Over 155 companies of all sizes and industries participated in […]
Court dismisses case to compel SEC to act on rulemaking petition for corporate political spending disclosure
by Cydney Posner As noted in Law360, a DC District Court has granted the SEC’s motion to dismiss a complaint filed to compel the SEC to act on a rulemaking petition regarding corporate political spending disclosure. Of course, as discussed in this PubCo post, a provision prohibiting the SEC from […]
Notwithstanding concerns of Investor Advocate, SEC approves NYSE proposal to exempt certain related-party transactions from shareholder approval requirements
by Cydney Posner As you may recall, in April of this year, the NYSE filed with the SEC a proposed rule change that would exempt from the NYSE’s shareholder approval requirements early stage companies that seek to issue, subject to audit committee approval, shares, for cash, to officers, directors or substantial […]
Bipartisan Senate bill introduced to require public companies to increase transparency regarding board oversight of cybersecurity risks
by Cydney Posner Senators Jack Reed and Susan Collins have introduced the bipartisan Cybersecurity Disclosure Act of 2015, a bill to promote transparency in the oversight of cybersecurity risks at publicly traded companies. According to the press release, the bill is designed to ensure that public companies “provide a basic […]
SEC staff report on review of “accredited investor” definition
by Cydney Posner Today, the SEC issued a staff report, required under Dodd-Frank, on the staff’s review of the accredited investor definition. The purpose of the accredited investor concept is to identify, using a bright-line definition, “those persons whose financial sophistication and ability to sustain the risk of loss of investment […]
Prohibition on political spending disclosure requirement survives in omnibus spending bill, WSJ reports
by Cydney Posner The WSJ is reporting that the provision prohibiting the SEC from adopting requirements for political spending disclosure has survived as part of the omnibus spending bill (12/15 text ). (See this PubCo post.) Not that the SEC was addressing the issue anyway. More specifically, Section 707 of the bill […]
Politico reports: prohibition on corporate political spending disclosure a sticking point in omnibus spending bill negotiations
by Cydney Posner According to Politico (subscription required), a “provision to prohibit the SEC from requiring companies to disclose their political campaign contributions is one of the last sticking points in the omnibus spending package, two sources said.” One of bill’s negotiators said there were a few sticking points remaining, one […]
PCAOB adopts rule requiring audit engagement partners to be named on new Form AP
by Cydney Posner At an open meeting this morning, the PCAOB voted to adopt new rules requiring audit firms to disclose, on new PCAOB Form AP — Auditor Reporting of Certain Audit Participants, the name of the audit engagement partner. The form will also disclose the names, locations and extent […]
SEC proposes new resource extraction disclosure rules — will they face another legal challenge?
by Cydney Posner This morning, the SEC voted (with Commissioner Piwowar in dissent) to propose rules, mandated by Section 1504 of the Dodd-Frank, that would require disclosure on Form SD of certain payments made to the federal and foreign governments by resource extraction issuers in connection with commercial development of oil, […]
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