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 […]
CFSI posts “Five Practical Steps to Support SEC Conflict Minerals Disclosure”
by Cydney Posner The Conflict-Free Sourcing Initiative has posted an updated 2015 version of its practical guidance white paper on conflict minerals specifically for downstream companies, called “Five Practical Steps to Support SEC Conflict Minerals Disclosure.” CFSI’s Practical Steps is designed to provide more flexible guidance to downstream companies in satisfying […]
SEC adopts Reg A+
by Cydney Posner At an open meeting this morning, the SEC adopted rules and forms related to the offer and sale of securities under Section 3(b) of the Securities Act, so-called Reg A+, as mandated by Section 401 of the JOBS Act. Currently, Reg A allows companies to raise up […]
Certified B Corporation files for IPO
by Cydney Posner Recently, the online crafts marketplace, Etsy, filed an S-1 for a $100 million IPO led by first tier underwriters. As reported in CFO.com, the company values itself at about $1.7 billion. What’s different about this IPO — aside from being about as far from the typical high-tech […]
SCOTUS decides Omnicare: 6th Circuit applied incorrect standards in the context of liability under §11 for statements of opinion
by Cydney Posner Today, SCOTUS issued its opinion in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. In the case, SCOTUS answers these questions: First, when can a statement of opinion be considered a “false statement of material fact”? That is, for purposes of §11, a “strict […]
White shares observations on shareholder activism, the shareholder proposal process and fee-shifting bylaws
by Cydney Posner Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. The common theme: her aversion to gamesmanship and close-minded, reflexive behavior on all sides, which, she believes, can […]
Is “tenure voting” a possible cure for “raging corporate activism”?
by Cydney Posner In “Seeking a Cure for Raging Corporate Activism,” published on March 17, 2015, in the WSJ, the author discusses a technique resurrected from the 1980s that some believe could, on reexamination, be “a bulwark against short-termers who roam the markets, looking to force buybacks or an untimely […]
Delaware Chancery Court addresses application of fee-shifting bylaw to former stockholder
by Cydney Posner In a case just decided, Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), the Delaware Chancery Court addressed the issue of whether the timing of adoption affects the enforceability of a unilaterally adopted fee-shifting bylaw against former stockholders. While it appears that, in light […]
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 […]
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