In Focus

CII Members, Other Groups Endorse Bill Addressing Dual-Class Stock, Board Diversity

The House Financial Services Committee held a hearing October 5 on SEC oversight in which it issued seven pieces of proposed legislation, including one bill backed by CII that would implement recommendations from the SEC’s Investor Advocate. That bill would require the SEC to adopt rules under which the stock exchanges would enact listing standards that would prohibit listing a company that has two or more classes of stock with unequal voting rights unless it has in place sunset provisions of no longer than seven years that give shareholders one vote for each of their shares after the sunset expires. The bill also would direct the exchanges to require listed companies to disclose on an annual basis the racial, ethnic and gender composition of the board, board nominees and executive officers, as well as the companies’ efforts to promote diversity. In connection with the hearing, Americans for Financial Reform, CalPERS, CalSTRS, the Consumer Federation of America, the Healthy Markets Association, LACERA, the New York State Comptroller’s Office, the North American Securities Administrators Association, the Ohio Public Employees Retirement System and Railpen were among those groups that sent letters to the committee expressing support for the proposed legislation.

CII Files Brief in Support of Lawsuit Challenging SEC 2020 Shareholder Proposal Rule Amendments

CII on September 23 filed an amicus brief supporting a lawsuit challenging amendments to the shareholder proposal rules the SEC approved in September 2020. The brief provides historical evidence that shareholder proposals have promoted good corporate governance practices and long-term shareholder value. It also explains that the higher thresholds for resubmitting proposals could make re-filing at dual-class companies impossible in many cases. The lawsuit was filed by the Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow.

Register Now for Corporate Governance Bootcamp 2021

CII welcomes members and guests to register for Corporate Governance Bootcamp 2021, a virtual education program set for November 17-19. Bootcamp is a premium executive education course developed in partnership with New York University School of Law’s Institute for Corporate Governance and Finance. Bootcamp has two tracks: an introductory session, Bootcamp Basics, for those who are new to corporate governance, and a deeper-dive curriculum for governance professionals with some experience as well as participants who completed Bootcamp Basics. Register for one or both. Instructors include NYU faculty and seasoned governance practitioners. See the detailed curriculum here.