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 […]