Category: Securities

Is Corp Fin changing its tune on shareholder proposal exclusions?

by Cydney Posner Copied below is a long excerpt from Broc’s blog on thecorporatecounsel.net, which raises the question of whether Corp Fin’s prior position on 14a-8(i)(9), the exclusion for directly conflicting proposals, is the only position regarding shareholder proposals they are reconsidering this proxy season. Should we expect more “reflecting” […]

Shareholder proposal regarding audit committee composition

by Cydney Posner As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden regarding audit committee composition. It may be worth noting because, while the […]

Institutional investors speak out on proxy access and conflicting proposals

by Cydney Posner Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their proxy statements if they directly conflict with management proposals for the same meeting.  […]

Speakers comment on exclusion of shareholder proposals as false and misleading, Rule 14a-8(i)(3)

by Cydney Posner At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder proposals that directly conflict with management proposals, also spent a little time […]

ISS announces its position on proxy access and exclusion of shareholder proposals

by Cydney Posner Today, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). Taken together with the views that Glass Lewis has informally already expressed on this issue (which tend to emphasize a more subjective, […]

Survey: institutional investors want return of 25-page proxy statements

by Cydney Posner Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length?  Does responsibility for bloated proxy statements lie with legislators and regulators or must we practitioners (and may I include comp […]

Companies take clawbacks into their own hands — ouch, is it always a good thing?

by Cydney Posner As Compliance Week reports, this study from PwC showed that many companies are adopting clawbacks related to their executive compensation arrangements, even before the SEC acts to implement the Dodd-Frank clawback provisions.  The PwC study looked at 100 large public companies and found that 40% had made […]

Corp Fin Director Higgins shares his thoughts on Rule 14a-8(i)(9), the exclusion for conflicting proposals

by Cydney Posner At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9), which allows a company to exclude from its proxy statement a shareholder proposal […]

Disclosure of employee litigation in periodic reports: between Scylla and Charybdis?

by Cydney Posner A recent case from the 7th circuit, Greengrass v. International Monetary Systems, Ltd., No. 13-2901, decided January 12, 2015, may be useful to keep in mind now that it’s 10-K season. The case involved a retaliation claim made by a former employee when her former employer, in […]

AICPA suggests management representations for auditors to seek in connection with conflict minerals reporting

by Cydney Posner The AICPA has issued an FAQ that identifies, for auditors conducting Independent Private Sector Audits for inclusion in Conflict Mineral Reports, the types of management representations that auditors should consider seeking from managements of companies. Not surprisingly, the AICPA does not disappoint — the suggested reps are, shall […]