Council of Institutional Investors

Section: April 7, 2022 | Vol 27, Issue 13 (Q1)
Membership News (Q1)
Membership Renewal Season Wrap-up; New Job Postings from CII Members
CII’s Letter Backs SEC’s Proposed Disclosure Requirements for Private Fund Advisors
CII sent a letter to the SEC April 7 supporting rules proposed by the commission that would require registered private fund investment advisors to provide their investors with information about fees, expenses and performance.
Letter Asks House Financial Services Committee to Mark Up CII’s Bill
CII sent a letter April 5 to the House Financial Services Committee’s Subcommittee on Investor Protection, Entrepreneurship and Capital Markets to encourage a markup of CII’s draft bill, which generally would establish a mandatory seven-year sunset as a minimum listing standard for dual-class companies listing on U.S. stock exchanges.
Senate Panel Examines Bill Banning Insider Trading
Witnesses at an April 5 hearing on “Keeping Markets Fair: Considering Insider Trading Legislation,” testified on S. 3990, the Insider Trading Prohibition Act, which would establish a clear statutory prohibition against insider trading.
Controlling Shareholder at S&P 500 Company Proposes Switch to One Share, One Vote
The Sands family, the largest shareholder of Constellation Brands, filed a shareholder proposal asking the company to switch to a single class of common stock and thereby reduce its voting power to 19.7% from 59.5%.
Stavros’s Plans to Expand Employee Ownership are Gaining Traction
The Wall Street Journal April 5 highlighted the efforts of Co-Head of U.S. Private Equity at KKR Pete Stavros, who spoke about expanding employee ownership during a plenary session at CII’s fall 2021 conference.
New Guidance on Presentation of Shareholder Proposals Making Allowances for Covid
The SEC on January 19 updated its guidance on the presentation of shareholder proposals at annual meetings in light of covid.
More Disclosure from Private Equity Firms and Hedge Funds
The SEC on January 26 proposed amendments to Form PF that would require private equity and hedge funds advisors to make new, more timely filings to the SEC following certain significant events.
Reopens Comment Period for Pay-for-Performance Disclosure Requirements
The SEC January 27 reopened the comment period for rules originally proposed in 2015 to implement a section of the Dodd-Frank Act requiring companies to disclose information about the relationship between actual executive pay, as reported in the proxy (with certain adjustments), and company performance, as represented by total shareholder return.
Proposes Changes to 13D to Shorten Filing Deadlines, Redefine “Group”
The SEC February 10 proposed rules that would accelerate the turnaround time for activist investors to file Schedule 13D reports and would make other changes to 13D requirements.
Rejects Nasdaq’s Proposal on Direct Listings
The SEC on February 24 rejected a proposed rule change submitted by Nasdaq that would allow listed companies to lift pricing range limitations that restrict the price of the opening transaction on the first day of trading for a direct listing to the price range disclosed in the company’s registration statement.
Proposes New Era for Corporate Disclosure on Cyber
The SEC on March 9 proposed comprehensive rulemaking to improve and standardize reporting on cybersecurity risk management, strategy, governance and incident reporting.
Unveils Climate Disclosure Requirements
The SEC proposed on March 21 a landmark rule that would require registered companies to disclose climate-related information.
Proposes Sweeping Rules and Amendments to Protect SPAC Investors
The SEC March 30 approved in a 3-1 vote a comprehensive set of proposed rules and amendments that would provide more information about, and additional investor protections in, SPAC initial public offerings and business combination transactions between SPACs and private operating companies (de-SPAC transactions).
Bill Would Create Employee Involvement Organizations, Allowing Non-union, Non-voting Worker Reps on Boards
Sen. Marco Rubio (R-Fla.) and Rep. Jim Banks (R-Ind.) February 3 introduced the Teamwork for Employees and Managers (TEAM) Act of 2022, which would establish employee involvement organizations (EIOs) and allow one employee-elected worker on the boards of large companies.
Senators Weigh in on Anticipated SEC Rulemakings on Human Capital and Cybersecurity
With the SEC blasting through rulemakings recently, senators are sending SEC Chair Gary Gensler letters weighing in on anticipated SEC disclosure rules on human capital management and cybersecurity.
Senators Urge Gensler to Require Funds to Disclose More about Chinese Investments
Five GOP senators sent SEC Chair Gary Gensler a letter February 15 urging the SEC to seek enhanced risk disclosures and due diligence on the part of registered investment funds and their managers, when considering investments in China.
Senators Urge Gensler to Require Funds to Disclose More about Chinese Investments
Five GOP senators sent SEC Chair Gary Gensler a letter February 15 urging the SEC to seek enhanced risk disclosures and due diligence on the part of registered investment funds and their managers, when considering investments in China.
Amicus Brief Backing SEC Approval of Nasdaq Board Diversity Disclosure Rules
On February 25, CII and seven other groups filed a joint amicus brief in support of the SEC in a lawsuit challenging the agency’s August 6 approval of Nasdaq rules that require companies listed on the exchange to disclose diversity statistics on their boards of directors.
Amicus Brief Backing SEC Approval of Nasdaq Board Diversity Disclosure Rules
On February 25, CII and seven other groups filed a joint amicus brief in support of the SEC in a lawsuit challenging the agency’s August 6 approval of Nasdaq rules that require companies listed on the exchange to disclose diversity statistics on their boards of directors.
2022 Spring Conference: Putting the Band Back Together
CII’s spring conference March 7-9 at the Mandarin Oriental Hotel in Washington, D.C., set a new record with more than 450 CII members gathering in-person and 178 participating virtually!
Draft Bill on Sunsets for Dual-Class Companies Discussed in House Hearing
CII’s draft bill, which calls for a mandatory sunset of seven years or less for companies with dual-class stock going public on U.S. exchanges, was one of eight pieces of legislation listed on the agenda for a March 30 hearing held by the House Financial Services Committee’s Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets. The hearing focused on oversight of U.S. stock exchanges.
Updated Dual-Class List
CII’s updated dual-class list finds that 43% of the 94 IPOs launched in 2021 that included dual-class structures also incorporated time-based sunsets under which these structures eventually expire.
Updated Dual-Class Enablers List
CII also updated its dual-class enablers list which tracks directors who were involved in the decision to take a company public with a dual-class stock structure, either through a traditional IPO, direct listing or de-SPAC merger.
Letters on Key Governance Topics
During this quarter, CII sent six letters on a host of key governance topics being considered by agencies, Congress, exchanges, companies and other entities.