In Focus

CII Shares SEC Staff Concerns about SPAC Proposed Rule from Nasdaq

CII sent a letter to the SEC January 7 in response to a rule change proposed by Nasdaq to give Special Purchase Acquisition Companies (SPACs) that plan to complete one or more business combinations an additional 15 calendar days following the closing of a business combination to demonstrate that the SPAC had satisfied certain requirements. CII listed key questions that the commission raised when reviewing the rule change and encouraged SEC staff to obtain answers to help determine “whether the proposed rule is consistent with the protection of investors and the public interest.” The letter also expressed concern that the rule change might be part of a broader effort by Nasdaq and the NYSE to “lower the bar for what goes in the world of SPACs.”

Jamie Dimon, Caroline Crenshaw Headline CII’s Virtual Spring Conference

CII’s March 8-10 virtual spring conference resets the agenda for corporate governance and investor stewardship in the wake of Covid-19, economic dislocation, pressure for racial justice and a new U.S. political landscape. Speakers include Jamie Dimon, chair and CEO, JPMorgan Chase; SEC Commissioner Carolyn Crenshaw; John Rogers, chairman, co-CEO and CIO, Ariel Investments; and NYSE Group President Stacey Cunningham. The conference kicks off with a panel of corporate directors discussing the pandemic’s takeaways for boards. Other sessions delve into diversity, equity and inclusion at leading U.S. companies and asset management, do’s and don’ts of ESG ratings, investor-related legislation brewing on Capitol Hill and Germany’s Wirecard scandal. Member-hosted side events drill down into sustainable finance, post-pandemic challenges in the pharmaceutical industry and ESG investing in private equity.

CII Backs Nasdaq’s Proposed Listing Standard on Board Diversity

In a comment letter filed with the SEC December 30, CII applauded Nasdaq’s proposal to enhance disclosure of board diversity of companies listed on the exchange. CII supported both of Nasdaq’s proposed requirements: 1) disclosure of statistical information on the diversity of the board members and 2) a minimum of two “diverse” directors or an explanation of why the company does not have at least two such directors on its board. Both are consistent with CII policies on board diversity and company disclosure. As CII explained in the letter, “[Our] policy on board diversity reflects the view that corporate governance best practices include the expectation that corporate boards will reflect the diversity of their communities, customers, and employees. And that diverse boards can have a significant positive effect on financial performance…We support the proposal’s comply-or-explain model that provides a transparent framework for listed companies to present their board composition, with the flexibility to explain why the Nasdaq proposed standards cannot be met.”