Corp Fin Director Higgins shares his thoughts on Rule 14a-8(i)(9), the exclusion for conflicting proposals

by Cydney Posner At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9), which allows a company to exclude from its proxy statement a shareholder proposal […]

SEC issues proposal for hedging policy disclosure; Commissioners add some drama to otherwise humdrum rule proposal

by Cydney Posner This morning, the SEC posted proposed amendments to rules to implement Section 955 of Dodd-Frank, which requires, in proxy statements for annual meetings, disclosure of whether employees or directors are permitted to hedge equity securities of the company. (Apparently, the SEC voted to issue the proposal without the […]

Agenda overload for audit committees?

by Cydney Posner In its 2015 Global Audit Committee Survey, KPMG found that audit committee members around the world had four key concerns: “economic and political uncertainty and volatility, regulation and the impact of public policy initiatives, operational risk, and cybersecurity.”  Another growing concern, though, was agenda overload.  According to […]

Disclosure of employee litigation in periodic reports: between Scylla and Charybdis?

by Cydney Posner A recent case from the 7th circuit, Greengrass v. International Monetary Systems, Ltd., No. 13-2901, decided January 12, 2015, may be useful to keep in mind now that it’s 10-K season. The case involved a retaliation claim made by a former employee when her former employer, in […]

AICPA suggests management representations for auditors to seek in connection with conflict minerals reporting

by Cydney Posner The AICPA has issued an FAQ that identifies, for auditors conducting Independent Private Sector Audits for inclusion in Conflict Mineral Reports, the types of management representations that auditors should consider seeking from managements of companies. Not surprisingly, the AICPA does not disappoint — the suggested reps are, shall […]

Glass Lewis expands on its views of proxy access proposals

by Cydney Posner At the end of last week, as discussed here, proxy advisory firm Glass Lewis told the WSJ that, in some circumstances, it may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal. That […]

Glass Lewis jumps into the fray on exclusion of shareholder proposals for proxy access

by Cydney Posner The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal, where that management proposal represents a “diluted alternative” for proxy […]