Council of Institutional Investors

Section: June 15, 2023 | Vol. 28, Issue 23
National Association of Manufacturers Challenges SEC’s No-Action Process in Court

The National Association of Manufacturers (NAM) is challenging the SEC’s no-action process in court, arguing that the commission cannot compel corporate speech, in violation of the First Amendment and federal securities laws, by forcing companies to include shareholder proposals on their proxy ballots.
SEC Allows NYSE and Nasdaq to Delay Effective Date of Clawback Listing Standards

The SEC approved amendments to the NYSE’s and Nasdaq’s clawback listing standards allowing the exchanges to push forward their effective date to October 2 and giving companies until December 1 to adopt recoupment policies or face delisting. The clawback listing standards originally had a compliance deadline of early August for companies.
PCAOB Proposes Requiring Auditors to Crack Down on Fraud
The Public Company Accounting Oversight Board (PCAOB) is inviting public comments on a proposal that would amend PCAOB auditing standards to require auditors to identify, evaluate, and communicate companies’ possible or actual noncompliance with laws and regulations, including fraud.
GOP Lawmakers Think SEC is Too Close to EU on Climate Disclosure Rules

Ranking Minority Member of the Senate Banking Committee Tim Scott (R-S.C.) and House Oversight and Investigations Committee Chair James Comer (R-Kentucky) sent letters to the SEC and Treasury Department requesting information on the Administration’s “activities taken in connection or coordination” with the EU on ESG and climate-related measures.
House Passes Sweeping Bill to Require Congressional Approval of Agencies’ Major Rules
The House June 14 passed legislation that would require every new major rule proposed by federal agencies to be approved by both the House and Senate before taking effect. It also would preserve Congress’ ability to reject a non-major rule through a joint resolution.
European Commission Issues Rules to Bolster Reliability of ESG Rating Providers
The European Commission (EC) June 13 released new principles and rules aimed at increasing the integrity of ESG rating providers.
Japanese Regulators Consider New M&A Guidelines, Invite Input
Officials from Japan’s Ministry of Economy, Trade and Industry (METI) and Japan’s Financial Services Authority (FSA) outlined proposed reforms to the country’s corporate governance and takeover codes at a June 12 seminar in New York City.