In Focus

CII Presses SEC to Rescind Proxy Voting Rules, Suggests Changes

In a December 23 letter, CII pressed the SEC to rescind its controversial 2020 proxy advisor rules, but suggested two improvements to those rules if the SEC decides to take another approach: 1) clarify that a proxy advisor would not be liable for its voting recommendations or any subjective determinations it makes in formulating  recommendations, and 2) rescind provisions that require proxy advisors to send companies their reports about upcoming corporate meetings and proxy voting recommendations. Overall, CII said the 2020 proxy advisor rulemaking was driven by “unethical behavior and practices of some who have actively promoted false and misleading information” and urged the SEC to redirect resources to modernizing the proxy infrastructure.

SEC Plan to Close Insider Trading Loopholes Tracks CII Advocacy

In an early holiday gift, the SEC December 15 unanimously approved proposed rules that would close loopholes and enhance transparency of executive trading plans in company stock. CII has pressed for reform of these Rule 10b5-1 trading plans for a decade and its advocacy is referenced multiple times in the rule proposal. At the same meeting, the commissioners also approved proposals on stock buybacks, security-based swap transactions and money market fund rules.