Tag: political spending disclosure

Corporate political spending and its potential consequences

Has all of the current political unrest and social upheaval had any impact on the drive for political spending disclosure? Apparently so, according to the nonpartisan Center for Political Accountability, which reports in its June newsletter that support for shareholder proposals in favor of political spending disclosure hit record highs this past proxy season.  But one risk potentially arising out of political spending is reputational, which could fracture a company’s relationship with its employees, customers and shareholders. As companies and CEOs increasingly offer welcome statements on important social issues such as climate change, healthcare crises and racial injustice, the current heated political climate has heightened sensitivity to any dissonance or conflict between those public statements and the company’s political contributions.  When a conflict between action in the form of political spending and publicly announced core values is brought to light, will companies be perceived to be merely virtue-signaling or even hypocritical? To borrow a phrase from asset manager BlackRock, if the public perceives that these companies are not actually doing “the right thing”—even as they may be saying the right thing—will they lose their “social license” to operate? (See this PubCo post.) CPA’s brand new report on Conflicted Consequences explores just such risks.

Will the SEC mandate more COVID-19 disclosure?

In mid-June, a large group of nonprofits, socially responsible investors, labor unions and others submitted a letter to SEC Chair Jay Clayton, stating that, while the guidance related to COVID-19 disclosure that he and Corp Fin Director Bill Hinman provided in April exhorting companies “to provide as much information as practicable” was a “step in the right direction” (see this PubCo post), it really did not go far enough in mandating the necessary transparency. They urged the SEC to impose new requirements for disclosure about how “companies are acting to protect workers, prevent the spread of the virus, and responsibly use any federal aid they receive.” With the SEC’s current propensity for principles-based disclosure, will it be persuaded to adopt these mandates?

Jackson advocates transparency in political spending—by corporations and institutional investors

In July, Representative Carolyn Maloney contacted SEC Commissioner Robert Jackson to solicit his views on legislation that would require public companies to disclose their corporate political spending. Jackson has now responded. In his view, the absence of transparency about political spending has led to a lack of accountability, allowing executives to “spend shareholder money on politics in a way that serves the interests of insiders, not investors.” But because investors typically put their money into mutual funds and other similar investment vehicles, their voting rights are typically exercised, not by the investors themselves, but instead by these institutions on their behalf—and most often not in sync with the surveyed preferences of investors: “while ordinary investors overwhelmingly favor transparency in this area, the biggest institutions consistently vote their shares to keep political spending in the dark.” And, he charges, it’s not just corporations that are opaque about their own political spending—institutional investors are likewise opaque about their votes against shareholder proposals for spending disclosure.

Proposals for political spending disclosure make headway this proxy season

In this article from the Center for Political Accountability, the authors tout the recent “banner proxy season” for disclosure of political spending, both in terms of the uptick in shareholder support for disclosure proposals submitted by CPA (and its “shareholder partners”) and the number of shareholder proposals withdrawn as a result of agreements reached with companies for disclosure of political spending and board oversight. According to the authors, these results reinforce “earlier findings about ‘private ordering’ making political disclosure and accountability the new norm for companies.” Is there a new “eagerness by companies to adopt or strengthen political disclosure and accountability policies”? Is it now viewed as a key element of good governance?  What is the impact of today’s highly politicized environment?

BlackRock issues proxy voting guidelines for 2018 proxy season

As discussed in this PubCo post, BlackRock has recently issued its 2018 Proxy Voting Guidelines for U.S. Securities.  Because BlackRock is reportedly the largest asset management firm (with $6.3 trillion under management), its voting guidelines will matter to more than a few companies.  And BlackRock takes its proxy voting seriously. With the growth in index investing, CEO Laurence Fink has argued, asset managers’ responsibilities of engagement and advocacy have increased, given that asset managers cannot simply sell the shares of companies about which they have doubts if those companies are included in index funds.

Deregulation? What deregulation? Two (persistent) campaigns for enhanced disclosure requirements

Notwithstanding the deregulatory emphasis of the current administration, two campaigns are currently being waged to convince the SEC to adopt new regulations mandating more disclosure—one related to human capital management and the other related to a frequent target, corporate political spending. Are these just pipe dreams? Is it time for a reality check? Or might there be some basis for believing that this SEC might act on these requests?

House votes to “defund” disfavored SEC rules, potential rules and guidance

by Cydney Posner On Friday, the House passed H.R. 5485, the Financial Services and General Government Appropriations Act for fiscal year 2017, which includes appropriations for the SEC.  As noted here and here, included as part of the bill were several amendments directed at defunding SEC rules, potential rules and […]

SEC Chair White discusses SEC coming attraction: board diversity disclosure

by Cydney Posner In a speech last week to the International Corporate Governance Network Annual Conference, SEC Chair Mary Jo White announced that the Corp Fin staff is preparing a proposal to amend the current rule requiring board diversity disclosure in proxy statements. The goal will be to require “more […]

Politico reports: prohibition on corporate political spending disclosure a sticking point in omnibus spending bill negotiations

by Cydney Posner According to Politico (subscription required), a “provision to prohibit the SEC from requiring companies to disclose their political campaign contributions is one of the last sticking points in the omnibus spending package, two sources said.”  One of bill’s negotiators said there were a few sticking points remaining, one […]

Senate Dems ask SEC Chair to act on petition for political spending disclosure

by Cydney Posner With election season upon us  — after all, the election is only, well, a year and two months away – it’s time to renew the controversy over political spending disclosure.  As you may recall, in 2011, a rulemaking petition was filed with the SEC  by a committee of […]