SEC Staff Signals Less Transparency on Shareholder Proposal ExclusionsThe SEC staff on September 6 announced that it may decline to state a view on some company requests to omit shareholder proposals. In other cases, the staff may provide a verbal response, informing the shareholder proponent and company, but not others in the market. This marks a departure from the staff’s previous practice of responding in writing to such requests and posting them publicly on the SEC’s website. CII wrote to the SEC staff in August opposing this new direction.
Divided SEC Seeks to Clarify Proxy Voting Responsibility, Issues New Interpretation on Proxy AdvisorsOn 3-2 votes, the Securities and Exchange Commission on August 21 approved new guidance for investment advisors, and issued a new “Interpretation” on applicability of proxy solicitation rules to proxy advisors. The investment advisor guidance appears similar to “staff guidance” issued in 2014, but with more force as “commission guidance.” The new Interpretation may be the first step in a process involving a later rule proposal. By making it clearer that the SEC sees proxy advisory firms as subject to proxy solicitation rules, this could give the SEC a stronger hook to place requirements on the firms later, which could be concerning, as is the potential for lawsuits that may threaten existing proxy advisors and discourage new entrants in the small but critical market.
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.
News & Highlights
- September 13 - Flunkies at the Court of the Royal We
- September 13 - WeWork to List Shares on Nasdaq, Make Governance Changes
- September 12 - 145 Business Leaders Call on Congress to Act on Gun Violence
- September 12 - Hong Kong Stock Market Operator Shares Slide after £32bn LSE Bid
- September 11 - Ex-KPMG Partner Sentenced to a Year and a Day in ‘Steal the Exam’ Scandal
- September 11 - The U.K. May Overhaul Shareholder Rules. Companies Are Not Happy.
- September 11 - Women’s Share of Board Seats Rises to 20%
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