In Focus

CII Urges SEC To Preserve Executive Compensation Disclosures and Auditor Attestation at Public Companies

CII sent a letter to the SEC July 16 opposing the commission’s proposal to re-write filer-status categories for public companies and extend to many more companies exemptions from say-on-pay votes, certain executive compensation disclosures and requirements for external auditors to attest to management assessments of internal controls over financial reporting.

House Bill Would Deliver Class-Level Transparency on Proxy Votes

Rep. Sean Casten (D-Ill.) July 16 introduced legislation endorsed by CII and 14 CII members that would require companies with two or more classes of stock to provide vote tallies that include a breakdown of results by class. Current SEC rules require that all public companies disclose the aggregate vote tallies for each shareholder proposal and whether each proposal passed or failed. The Multi-Class Stock Company Voting Transparency Act would require multi-class companies to disclose the total number of votes cast for, against, or withheld, disaggregated by voting class as well as the total number of abstentions and broker non-votes disaggregated by voting class.

CII Urges SEC to Maintain Quarterly Reporting Requirements

CII sent a letter to the SEC June 25 opposing the commission’s proposal to let public companies replace quarterly Form 10-Q reports with semiannual Form 10-S reports. CII argues that quarterly reporting provides timely, comparable and reliable information that supports investor decision-making, market efficiency, accountability and confidence in U.S. capital markets.

CII and 17 CII Members Ask SpaceX to Rethink Governance Provisions Ahead of IPO

CII submitted a letter June 9, cosigned by 16 of its members, to SpaceX outlining significant concerns regarding the corporate governance provisions disclosed in the company’s proposed IPO. The letter reflects priorities consistently raised by CII’s members and found in its membership-approved corporate governance policies. The correspondence asks the company to reconsider these provisions before completing its offering.

CII Supports Nasdaq Proposal to Tighten Listing Rules for Chinese Companies

In a June 9 letter to the SEC, CII supports Nasdaq’s proposal to adopt additional initial listing criteria for companies primarily operating in China (including Hong Kong and Macau). The criteria include minimum equity-issuance requirements, restrictions on direct listings and more transparency about variable interest entities. The letter also encourages the commission and Nasdaq to extend comparable protections to the smallest microcap companies in other jurisdictions that present heightened risks to U.S. investors, including companies incorporated in the Cayman Islands.