Section: June 26, 2025 | Vol 31, Issue 25, Q2
Governance News this Week
The Senate parliamentarian ruled that a GOP proposal to fold the Public Company Accounting Oversight Board (PCAOB) into the SEC could be removed from the omnibus budget reconciliation bill because it proposes a policy change rather than a budget change in violation of the Byrd Rule.
Governance News this Week
The cost of implementing certain provisions in the Sarbanes-Oxley Act (SOX)—such as the internal and external review of a firm’s financial controls required under Section 404(b)—are disproportionately costly for smaller companies, said several of those testifying at a June 25 hearing before the House Financial Services Committee’s Subcommittee on Capital Markets.
Governance News this Week
The number of no-action requests and approvals are up significantly, activists have been more successful in their efforts to gain board seats, support for certain types of governance proposals is up and submissions of both environmental and social proposals are down, finds a new report from Georgeson.
CII’s Accomplishments this Quarter
This Quarter, CII: Applied Sustained Pressure to Defeat Plans to Eliminate PCAOB and Transfer Its Responsibilities to SEC; Backed Bill Requiring Better Disclosure from Multi-Class Companies; and Produced Seven Webinars and Six Podcasts
News from the SEC this Quarter
Issued New Guidance on Companies’ Use of Clawbacks; Atkins Confirmed as Chair; Investor Advisory Committee Examined Pass Through Voting, Non-GAAP Reporting; and Withdrew 14 Proposed Rules
News from Capitol Hill this Quarter
Proxy Advisors Appear in Crosshairs on Capitol Hill; GOP Lawmakers Introduce Bills to Regulate Proxy Advisors; House Subcommittee Hearing Focuses on ESG Investing and Proxy Voting; House Committee Clears Bill Requiring Better Disclosure from Multi-Class Companies; Atkins’ Testimony Before Committee Sheds Light on His Approach to Rulemaking; GOP Members of Senate Banking Committee Send Letter Interrogating Proxy Advisors; and Lawmakers Grill Atkins on Proxy Advisors, PCAOB and Cryptocurrency;
Governance News this Week
Lawmakers accused proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis of violating anti-trust laws at a June 25 hearing of the House Judiciary Committee’s Subcommittee on the Administrative State, Regulatory Reform.
Governance News this Week
CII Executive Director Bob McCormick and several CII members shared their insights during a June 26 roundtable on “Executive Compensation Disclosure Requirements.”