SEC Chair White announces plan to resign
by Cydney Posner The SEC has announced that Chair Mary Jo White intends to resign at the end of President Obama’s term. One of the longest serving chairs, she has served for almost four years. In addition to a long list of accomplishments, including over 50 significant rulemaking initiatives while acting […]
CII hunts zombie directors
by Cydney Posner A new analysis from the Council of Institutional Investors, announced on October 31, reports a relatively high proportion of “zombie directors” remaining on corporate boards. (The date was not lost on CII: the press release was called a Halloween media advisory.) As you probably know, a “zombie […]
Proxy access gets a test drive
by Cydney Posner There’s been a lot of sturm und drang about proxy access, but no one has ever used it to nominate a board candidate…. that is, until now. CorpGov.net reports that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates […]
Will “universal proxy” make it to the finish line?
by Cydney Posner With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a Republican appointee, dissented from the vote to approve the proposal, arguing that […]
New CDIs regarding registration fees and Form S-8
by Cydney Posner More new CDIs from Corp Fin, some relating to Form S-8 and the computation of registration fees under Rule 457:
Undo Dodd-Frank?
by Cydney Posner With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress. The bill, sponsored by Jeb Hensarling, Chair of the House Financial Services Committee, was framed as a Republican proposal to […]
Corp Fin issues no-action relief for exclusion of a proxy access “fix-it” proposal (but rejects other requests)
by Cydney Posner In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). As I described it back then, the burning question was whether there […]
Corp Fin Deputy Director comments on conflict minerals compliance
by Cydney Posner In remarks at the PLI Securities Regulation Institute yesterday, Corp Fin Deputy Director (Disclosure Operations) Shelley Parratt confirmed, as we all suspected, that it’s status quo on conflict minerals reporting again this year: the April 2014 statement by the Director of Corp Fin continues to be operative. (See […]
New CDI regarding “baby shelf” offerings on Form S-3
by Cydney Posner Corp Fin has issued a new CDI regarding Form S-3 and limited primary offerings under General Instruction I.B.6., that is, “baby shelf” offerings by issuers with public floats below $75 million. As you may recall, Instruction I.B.6 allows a company with a public float below $75 million […]
Mail seven copies of your glossy annual report to the SEC? Not anymore, so long as….
by Cydney Posner Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. […]
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