Category: Securities

Some notes from the SEC’s Investor Advisory Committee meeting

by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights  and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever.  Why strange? Because of the impact […]

Third Circuit renders opinion in Trinity Wall Street v. Wal-Mart (and admonishes SEC to issue new guidance)

by Cydney Posner Yesterday, the Third Circuit finally rendered its opinion  in Trinity Wall Street v. Wal-Mart Stores Inc, a case involving a shareholder proposal submitted by Trinity Wall Street requesting that Wal-Mart’s board develop a policy regarding the sale of high-capacity firearms and other dangerous products. Wal-Mart sought to […]

SEC issues concept release regarding potential additional audit committee disclosures

by Cydney Posner The SEC hasn’t issued a concept release since 2011, but that’s changed now with the posting of this concept release regarding possible revisions to audit committee disclosures (foreshadowed in this post). The concept release seeks public comment on possible new reporting requirements focused on the audit committee’s  responsibilities […]

SEC proposes clawback rules

by Cydney Posner At an open meeting this morning, the SEC voted, three to two, to propose rules implementing Section 954 of Dodd-Frank, the clawback provision. Both Commissioners Gallagher and Piwowar voted against the proposal. As you may recall, Section 954 required the SEC to direct the national securities exchanges […]

SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters

by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed   four proxy-related issues that have recently created tension between companies and their shareholders:  the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]

Delaware Chancery Court applies entire fairness standard of review to director compensation

by Cydney Posner What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders?  That was the question before the Delaware Chancery Court in Calma v. Templeton. The answer is, as always: […]

Corp Fin posts Reg A/A+ CDIs

by Cydney Posner For the throngs embarking on offerings under new Reg A/A+, Corp Fin has posted a series of CDIs  providing guidance under Rules 251 to 263.  Corp Fin has also withdrawn a couple of CDIs that were previously applicable to Form 1-A.

CII petitions SEC for staff guidance on the proxy rules and an amendment to Item 5.07 of Form 8-K regarding voting results

by Cydney Posner Earlier this month, the Council of Institutional Investors filed a petition with the SEC requesting interpretive guidance regarding the proxy rules and rulemaking in connection with Form 8-K. More specifically, CII requested the following: Staff guidance regarding proxy statement disclosure of voting requirements for items on the ballot […]

This year’s conflict minerals filings show some improvement, according to early review

by Cydney Posner An early review of conflict minerals filings for the 2014 reporting period shows improvement in “detail, clarity and quality,” according to this article in BNA. As reported by Elm Sustainability Partners, a conflict minerals consulting firm, there were 1,272 filers for the 2014 reporting period, compared to 1,328 for […]

More than half of poll respondents plan to disclose “more than the minimum” under pay-versus-performance rules

by Cydney Posner A poll conducted by compensation consultant Towers Watson in the course of its webcast on the SEC’s proposed pay-versus-performance disclosure rules revealed that, if the rules are adopted, more than half of the respondents expect to disclose “more than the minimum” required under the SEC proposal and […]