In Focus

CII Highlights Policy Priorities

As the new Congress and administration debate changes to the U.S. financial regulatory system, CII is defending its key priorities. On March 21, CII unveiled a web page on “Fair Financial Rules,” which clearly outlines these priorities and asks policymakers to uphold three principles that foster fair, stable and vibrant markets:
  • Protect fundamental shareholder rights
  • Promote effective disclosure and reliable financial reporting
  • Safeguard the independence of the SEC
The page explains that to protect these principles CII plans to fight legislative efforts to erode: 1) fair rules for electing directors and allowing shareholders to submit proposals; 2) shareholders’ say-on-pay votes; 3) implementation of key Dodd Frank rules related to executive pay; 4) investors’ right to purchase independent proxy research; 5) disclosure requirements that facilitate informed investment and voting decisions; and 6) full funding and flexible rulemaking authority for the SEC. Read more...

SEC Nominee Clayton Emphasizes Changes to Facilitate More IPOs

In prepared remarks for his March 23 confirmation hearings, SEC chair nominee Jay Clayton expressed concern that U.S. capital markets “are less attractive to business than in the past.” He cited the dearth of IPOs, and called for scaling back regulations on public companies. Clayton expressed particular concern about a low volume of foreign issuer IPOs on U.S. markets, although data suggests that the proportion of U.S. IPOs that are from foreign issuers has been higher than the long-term average in most recent years. Senators’ questions focused heavily on handling of conflicts of interest, as well as Clayton’s views on enforcement and on capital formation. Clayton emphasized his commitment to strong enforcement, with a focus on holding individuals responsible. Clayton suggested that some regulations are too complex. He declined to comment on re-opening of the pay ratio rule by the interim SEC chair; declined to say whether the 10-day period for 13D filings is too long; indicated he does not view IPOs with zero voting rights as either good or bad; and indicated that he believed disclosures by many companies on cyber risk may not be adequate.

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CII Priorities

Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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