In Focus

CII Opposes FTC Proposed Exemptions to Hart-Scott-Rodino Filings by Asset Managers

In a February 1 comment letter to the Federal Trade Commission (FTC), CII strongly opposed the agency’s proposed changes to exemptions from filing for asset managers’ purchases of U.S. equity securities above a certain threshold. CII cited three reasons for opposing the proposed rules: the FTC failed to clarify its “investment-only” exemption, the new 10% de minimis exemption is unworkable for many funds, and the change to the definition of “person” would substantially increase costs to asset managers with little clear benefit. The proposed changes would affect a provision of the Hart-Scott-Rodino Act that requires parties to acquisitions of voting securities to make costly filings with the FTC and the Justice Department and observe a waiting period before finalizing the purchase. The letter concludes: “We were surprised and disappointed by the Proposed Rules, which in our view, would significantly worsen the chilling effect of the HSR Act on issuer and investor engagement, and in that process substantially increase costs for investment managers and indirectly for their pension fund clients.”

CII-REF Publishes Report on Board-Employee Interaction

A new CII-Research and Education Fund report published Wednesday examines the thematic differences in how S&P 100 companies disclose the policies and practices surrounding board access to employees, both at the management level and below. Overall, the report found 97% of companies in the S&P 100 had policies stating that board members have access to either employees generally or management. About half had policies specifically granting board members access to all employees. More than one-third (36%) of the companies detailed some kind of formal or informal process by which boards interact with employees.

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.

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