Section: April 3, 2025 | Vol 30, Issue 13
CII's Accomplishments this Quarter
A recent analysis by CII found the number of U.S. IPOs climbed 34% to 63 for calendar 2024.
Governance News this Week
CII sent a letter to the House Financial Services Committee March 31 supporting the Enhancing Multi-Class Share Disclosures Act and encouraging the committee to consider expanding the bill or introducing a standalone legislation to require class-by-class disclosure of vote tallies.
CII’s Accomplishments this Quarter
CII put sustained pressure on lawmakers in Delaware to reconsider passage of Senate Bill 21, which amends Delaware General Corporation Law (DGCL) to eliminate the need for controlled companies to obtain stockholder approval to avoid judicial review of conflicted transactions with controlling shareholders (other than actions taken by majority shareholders that pressure minority holders to sell their shares).
CII’s Accomplishments this Quarter
?More than 500 CII members gathered at the Salamander Hotel in Washington, D.C., March 10-12 to listen to a dynamic lineup of speakers and mark CII’s 40th anniversary as the leading voice of corporate governance.
CII’s Accomplishments this Quarter
CII joined an amicus brief supporting the SEC, which is facing a legal challenge over its amendments to Regulation NMS, amendments that would increase the transparency of exchange fees and rebates.
News from the SEC
Following significant growth in the use of exempt solicitations as a way for shareholders to gather support for proposals they file at companies, the SEC’s Division of Corporation Finance January 27 issued new and revised Compliance and Disclosure Interpretations (CDIs) aimed at clamping down on their use by non-shareholders and shareholders who do not accompany their filings with parallel communication apart from EDGAR.
News from the SEC
The SEC January 30 issued Staff Accounting Bulletin (SAB) 122, which formally rescinds SAB 121, SEC staff guidance that would have required public companies and banks to record the value of consumer-owned digital assets on their balance sheets.
News from the SEC
Acting SEC Chair Mark Uyeda announced the formation of a crypto task force, led by SEC Commissioner Hester Peirce, charged with developing a “comprehensive and clear regulatory framework for crypto assets” and collaborating with “Commission staff and the public to set the SEC on a sensible regulatory path that respects the bounds of the law.”?
News from the SEC
The SEC February 11 released new guidance on submitting 13D and 13G filings explaining that the commission will be scrutinizing shareholders’ engagement practices to determine if they are holding stock in the company for the purpose of influencing control of that company, triggering a requirement to file form 13D.
News from the SEC
The SEC issued a staff legal bulletin February 12 addressing Rule 14a-8(i)(5), the “economic relevance” exclusion for shareholder proposals and Rule 14a-8(i)(7), the “ordinary business” exclusion for proposals.
News from the SEC
The SEC announced the creation of the Cyber and Emerging Technologies Unit (CETU), to replace its Crypto Assets and Cyber Unit. CETU is charged with “combatting cyber-related misconduct” and protecting “retail investors from bad actors in the emerging technologies space.”
News from Capitol Hill
Senate Banking Committee Chair Tim Scott (R-S.C.) January 28 announced the creation of two working groups, one focused on reforming the shareholder voting process and another aimed at reforming federal financial regulatory agencies.
CII Staff Out and About
CII staffers attended governance functions across the globe this week.
Governance News this Week
New York City Comptroller Brad Lander is urging the New York City Law Department to pursue securities litigation against Tesla on behalf of the New York City pension systems.
Governance News this Week
?In a March 31 letter to acting SEC Chair Mark Uyeda, Republican members of the House Financial Services Committee urged the commission to take the following actions to “enhance the effectiveness and fairness of the shareholder proposal process”:
Governance News this Week
Republican members of the House Financial Services Committee sent a letter March 31 to SEC Acting Chair Mark Uyeda asking him to withdraw final rules on cybersecurity risk management, strategy, governance and incident disclosure, and on pay versus performance disclosure.
Governance News this Week
The SEC voted March 27 to no longer defend the climate disclosure rules that the commission issued in March of last year.
Governance News this Week
Following a February proposal by the European Commission, the European Parliament on April 3 passed legislation to slow down the application of two major directives.
CII’s Accomplishments this Quarter
CII directors, staff, members and supporters gathered in New York January 22 to ring the closing bell at Nasdaq to commemorate CII’s 40th anniversary as the leading voice for corporate governance.
CII's Accomplishments this Quarter
CII filed an amicus brief at the D.C. Circuit Court January 28, in National Association of Manufacturers (NAM) v. Institutional Shareholders Services, Inc., a case in which NAM seeks to revive amendments to Rules 14a-1, 14a-2, and 14a-9 that would subject independent, paid proxy voting advice to regulation as solicitation of a proxy.