Category: Securities

Proxy Access: not a question of “if,” but “when”?

by Cydney Posner This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder votes this proxy season. The article quotes NYC […]

Push has come to shove for some companies on proxy access

by Cydney Posner If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express its view on the application of the exclusion, Rule 14a-8(i)(9) (conflicting […]

SEC Enforcement tries to fix more “broken windows”

by Cydney Posner On Friday, the SEC charged eight officers, directors and major shareholders for failing to update their Schedule 13D stock ownership reports to reflect material changes in connection with several going-private transactions. According to the press release, each person or entity charged “took steps to advance undisclosed plans […]

Senate bill introduced to raise Rule 701 disclosure threshold

by Cydney Posner Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’  The bill would require the SEC, within 60 days after enactment, to raise the threshold in Section (e) of Rule 701, the exemption from registration for privately held […]

Will Congress revisit the conflict minerals rule?

by Cydney Posner According to a Bloomberg BNA report, a representative of the Chamber of Commerce, one of the plaintiffs in National Association of Manufacturers, Inc. v. SEC, the conflict minerals case currently pending in the DC Circuit, claims that the litigation “is sparking new interest by Congress in the requirements.” Don’t […]

In re Numoda Corporation Shareholders Litigation: Delaware court addresses the new Delaware ratification statutes

by Cydney Posner A recent Delaware opinion, In Re Numoda Corporation Shareholders Litigation, decided on January 30, 2015, appears to be the first opinion to resolve questions under the new Delaware statutes, Sections 204 and 205, which authorize ratification of defective corporate acts by the corporation and the Delaware courts, […]

House Republicans pressure SEC to end court battle over conflict minerals rule

by Cydney Posner According to this article from The Washington Post with Bloomberg, in February, House Financial Services Committee Chair Jeb Hensarling and three other House members (Scott Garrett of New Jersey, Bill Huizenga of Michigan, and Ed Royce of California) sent a letter to SEC Chair Mary Jo White urging […]