Category: Securities

With two dissents, SEC proposes pay-for-performance disclosure rules

by Cydney Posner This morning, by a three to two margin, the SEC voted to propose rules requiring companies to disclose executive pay for performance. The proposal comes five years after passage of Dodd-Frank, which imposed the obligation on the SEC.  Currently, many companies voluntarily provide information that could fit […]

Senator urges SEC to revisit rules and policies on stock buybacks

by Cydney Posner Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their earnings on repurchases and dividends in 2014, including spending $553 billion on stock buybacks in 2014. The number was $1 trillion for 2013 and 2014, the biggest two-year total ever […]

Amnesty International and Global Witness scold companies for poor performance in complying with conflict minerals rule

by Cydney Posner Amnesty International and Global Witness have posted a paper, “Digging for Transparency,” evaluating the performance by 100 public companies in their inaugural season of conflict minerals reporting. The overall reaction: major disappointment.

Efforts to reform executive compensation follow the law of unintended consequences

by Cydney Posner Remember how “say on pay” was supposed to put the lid on soaring executive pay? And just how has that turned out? According to a study conducted by ISS affiliates, (reported in Compliance Week ) the average compensation package for CEOs in the U.S. rose nearly 13 […]

Will Congress shorten the 10-day window applicable to filing Schedule 13D?

by Cydney Posner Several public watchdog organizations have sent a letter to the leaders of two congressional committees urging that Congress take action to shorten the 10-day filing period applicable to Schedule 13D. The long window applicable to Schedule 13D, which was originally adopted to promote transparency, is now, they […]

Third Circuit allows Wal-Mart to exclude Trinity’s proposal from its 2015 proxy statement

by Cydney Posner No sooner did I post regarding oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc  (see this post) than I find that the Third Circuit has just issued an Order in the case, vacating the injunction that had been issued against Wal-Mart. As a result, Wal-Mart will […]

Third Circuit hears oral argument in Trinity Wall Street v. Wal-Mart Stores

by Cydney Posner Last week, the 3rd Circuit heard oral argument in the appeal of Trinity Wall Street v. Wal-Mart Stores, Inc., a decision by a federal district court in Delaware that had enjoined Wal-Mart from relying on the “ordinary business operations” exclusion, Rule 14a-8(i)(7), to exclude Trinity’s shareholder proposal from […]

Is there a gaping hole in the proposed Delaware legislation on fee-shifting bylaws?

by Cydney Posner Leave it to a distinguished law professor to actually read the text of proposed legislation and locate the gaping hole in it. In this post, “Delaware Throws a Curveball,” Professor John Coffee analyzes the proposed Delaware legislation on fee-shifting bylaws and finds it wanting.

Activists seek to exclude abstentions from the voting standard for shareholder proposals

by Cydney Posner The WSJ is reporting on a move by some shareholder activists to change the way votes are counted.   One shareholder activist group has studied the voting results for shareholder proposals over the period from 2004 to 2014, identifying 63 cases in which the “yes” votes outnumbered […]

What have the conflict minerals rules cost the SEC?

by Cydney Posner Sure, companies have spent millions and millions on conflict minerals compliance. But what have the conflict minerals rules cost the SEC? According to Reuters, reporting on a response by SEC Chair Mary Jo White to a request by a group of Republican House members, the SEC “has […]