Court precludes omission of shareholder proposal, after SEC staff permits exclusion
by Cydney Posner In Trinity Wall Street v. Wal-Mart Stores, Inc., a federal district court in Delaware granted injunctive relief precluding omission of a shareholder proposal from Wal-Mart’s proxy statement, notwithstanding the SEC staff’s no-action position permitting exclusion of the proposal. That’s a much simplified version of the case, but […]
Disclosure Modernization and Simplification Act of 2014
by Cydney Posner This week, the House passed the “Disclosure Modernization and Simplification Act of 2014.” Among other things, the bill would require the SEC: To adopt regs to permit issuers to submit a summary page to the Form 10-K that cross-references to the related material contained in the Form […]
CII and pension funds make their voices loud and clear over fee-shifting bylaws
by Cydney Posner As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over fee-shifting bylaws, sending letters to the governor of Delaware, the chair of the […]
Some ways to shorten 10-Ks and 10-Qs
by Cydney Posner I loved this column from Compliance Week by Scott Taub, former deputy chief accountant and former acting chief accountant at the SEC. It’s full of common sense ideas about how to shorten 10-Ks and 10-Qs, both of which seem to grow exponentially longer every year. Making them shorter […]
Cyberthieves collect confidential information, apparently to conduct insider trading
by Cydney Posner Here is an unnerving warning from FireEye, a cybersecurity firm, discussed in this article from MarketWatch, regarding a sophisticated, native-English-speaking group, designated FIN4, that has targeted almost 100 public companies, primarily healthcare and pharma, to compromise their confidential information. What’s unusual here is that the apparent purpose of […]
Republicans to SEC Chair: delay pay ratio rules. Is a repeal attempt in the offing?
by Cydney Posner The WSJ reports that three Republican congressman — House Financial Services Committee Chairman Jeb Hensarling, and Reps. Scott Garrett and Bill Huizenga — have written to SEC Chair Mary Jo White urging that the SEC stop spending time on the pay-ratio disclosure rules and prioritize completing rulemaking […]
D.C. Circuit grants petition for panel rehearing of conflict minerals case
by Cydney Posner The D.C. Circuit court of Appeals has granted the petitions of the SEC and Amnesty International for panel rehearing (and the motion of Amnesty to file a supplemental brief) in connection with the conflict minerals case, National Association of Manufacturers, Inc. v. SEC. (The Court also ordered that […]
Another twist on restrictive bylaw provisions: minimum support thresholds
by Cydney Posner In this article, Reuters discusses yet another creative permutation on restrictive bylaw provisions — requiring that plaintiffs in certain shareholder litigation provide consents to the litigation from shareholders holding shares in excess of a minimum threshold. The problem the bylaw seeks to address is that shareholder litigation is […]
New version of conflict minerals reporting template now available
by Cydney Posner The Conflict-Free Sourcing Initiative (CFSI) has now made available a new version of the conflict minerals reporting template (CMRT) that has become the standard tool for gathering information from suppliers on conflict minerals The new template can be downloaded for free. The template is designed to help […]
NACD releases “Critical Issues for Board Focus in 2015”
by Cydney Posner The National Association of Corporate Directors has just released “Critical Issues for Board Focus in 2015.” The issues list was developed following the NACD’s dialogues with a number of major institutional investors and roundtable discussions among investors and committee chairs of Fortune 500 companies. The publication presents […]
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