Tag: SEC
Why does management seek to exclude shareholder proposals?
by Cydney Posner In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No?Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management seeks to exclude shareholder proposals: are corporate managers acting as “responsible managers” who view shareholder proposals […]
SEC Chair White to Republican Senators: fuggedaboudit
by Cydney Posner Ok, she was actually much more polite than that. You might recall that, in November after the election, House Republicans sent a letter to federal agencies requesting that they not engage in any “midnight” rulemaking — adoption of new rules before the new administration is sworn in. (See this […]
Environmental shareholder proposals increase in frequency and sophistication, but will they continue to be viable?
by Cydney Posner In this article, the WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from requests for greenhouse gas emissions cuts to demands for disclosure of strategies to manage climate […]
SEC posts report to Congress on Modernization and Simplification of Regulation S-K
by Cydney Posner The SEC has posted the staff’s Report on Modernization and Simplification of Regulation S-K, a report to Congress required by the FAST Act. (See this PubCo post.) Although required by the FAST Act, this report builds on and reflects the review that the SEC has been conducting […]
Corp Fin posts new CDI related to integration under Reg D
by Cydney Posner More CDIs from the Corp Fin, one of which, described below, relates to integration under Reg D. There are also three new CDIs relating to Reg A, new 182.12, new 182.13 and new 182.14.
SEC Chair White announces plan to resign
by Cydney Posner The SEC has announced that Chair Mary Jo White intends to resign at the end of President Obama’s term. One of the longest serving chairs, she has served for almost four years. In addition to a long list of accomplishments, including over 50 significant rulemaking initiatives while acting […]
Will “universal proxy” make it to the finish line?
by Cydney Posner With Congress and the Presidency soon to be under Republican control, it would not be surprising, unless the SEC acted with unusual speed, if the universal proxy rules never went into effect. Commissioner Piwowar, a Republican appointee, dissented from the vote to approve the proposal, arguing that […]
Undo Dodd-Frank?
by Cydney Posner With Congress and the Presidency soon in Republican control, look for the Financial CHOICE Act (or perhaps an enhanced version) to be re-introduced in the next Congress. The bill, sponsored by Jeb Hensarling, Chair of the House Financial Services Committee, was framed as a Republican proposal to […]
Mail seven copies of your glossy annual report to the SEC? Not anymore, so long as….
by Cydney Posner Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. […]
SEC proposes use of “universal proxy” in election contests and adopts changes to Rule 147 and Reg D (updated)
by Cydney Posner At an open meeting this morning, the SEC voted, by a vote of two to one, to propose amendments to the proxy rules that mandate the use of universal proxy cards in contested elections and relate to disclosure about voting options and voting standards in all director […]
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