Correspondence, Legal Briefs and Testimony

Generally excluded from this page are letters to individual companies urging the implementation of majority-supported shareholder proposals, inquiring about the status of “zombie” directors (those who remain on the board after having failed to obtain majority support), and/or seeking a majority standard for uncontested director elections. Please contact us for copies of those letters. For correspondence prior to 2021 please click here.

  
July 18, 2024 CII letter to the SEC regarding SPACs
July 10, 2024 CII letter to Governor regarding stockholder agreements and bill to amend DGCL
June 27, 2024 CII letter to SEC on PCAOB final standards
Attachment 1: May 18, 2023 CII letter to PCAOB
Attachment 2: Jan. 19, 2023 CII letter to PCAOB
June 13, 2024 CII co-signs ICGN letter to FCA Chair on listing rules 
May 30, 2024 CII letter to PCAOB on firm reporting and metrics proposals
May 15, 2024 CII letter to Weis Markets regarding director election results
May 14, 2024 CII letter to Delaware State Bar Association regarding stockholder agreements
April 10, 2024 CII letter to MSCI on Index Provider Consultation Processes
     Response from MSCI
March 28, 2024 CII letter to PCAOB on Proposals Regarding False or Misleading Statements
March 26, 2024 CII letter to S&P Global on Index Provider Consultation Processes
March 25, 2024 CII letter to FTSE Russell on Index Provider Consultation Processes
March 14, 2024 CII letter to SEC on Index Provider Consultation Processes
March 12, 2024 CII letter to SEC on Reg Flex Agenda
Feb. 29, 2024 CII rulemaking petition to SEC regarding technological solutions for traceability of shares under Section 11
Feb. 9, 2024 CII co-signs ICGN statement urging strong UK corporate governance and investor protections
Jan. 29, 2024 CII comment letter to FDIC on Corporate Governance Guidelines
Dec. 22, 2023 CII Joins Amicus Brief Supporting the SEC in Legal Challenge to Private Fund Advisor Rules
Dec. 14, 2023 CII letter to Commerce on Business Diversity Principles
Nov. 2, 2023 Testimony of CII Executive Director Amy Borrus at a hearing before the Subcommittee on Capital Markets
Oct. 24, 2023 CII comment letter to PCAOB on proposed amendments to Rule 3502 governing contributory liability
Oct. 5, 2023 CII letter to SEC supporting holding period for unregistered shares in IPOs
Sept. 29, 2023 Joint CII, NASRA, NCPERS, NASRA letter to the U.S. Treasury Department on the Biden Administration’s proposed regulations on outbound investments in China
Aug. 29, 2023 CII letter to ISSB on agenda priorities
Aug. 28, 2023 CII letter to SEC on reg flex agenda
Aug. 3, 2023 CII letter to PCAOB regarding proposal on noncompliance with laws and regulations
June 28, 2023 CII letter to UK FCA on reasonable dual-class sunset provisions for a single-segment regime
May 23, 2023 CII/CFA/HMA joint letter to Committee on Financial Services on bill to override expiration of SIFMA no-action letter
May 18, 2023 CII letter to PCAOB regarding proposed foundation standards
April 27, 2023 CII agenda request to FASB regarding financial instruments
April 25, 2023 CII letter to House Committee on Financial Services on Mark-up 
April 25, 2023 CII letter to S&P DJI about reopening the S&P 1500 to multi-class companies
April 3, 2023 CII letter to SEC on Nasdaq & NYSE clawback proposals
March 30, 2023 CII letter to SEC on equity market structure proposals
March 28, 2023 CII letter to European Commission on dual-class share structures
March 23, 2023 CII/CFA/HMA joint letter to SEC on research payment practices and expiration of SIFMA no-action letter
March 16, 2023 CII letter to SEC on reg flex agenda
Feb. 16, 2023 CII letter to PCAOB on confirmation proposal
Jan. 19, 2023 CII letter to PCAOB on proposed amendments on quality control
Dec. 1, 2022 CII letter to SEC on NYSE proposed changes to direct listing with a capital raise
Oct. 21, 2022 CII letter to OECD on draft revisions to G20/OECD Principles of Corporate Governance
Oct. 20, 2022 CII letter to PCAOB on Interim Attestation Standards
Oct. 19, 2022 CII letter to SEC on Nasdaq proposed changes to direct listing with a capital raise
Sept 29, 2022 CII letter to SEC on 2022-2026 strategic plan
Sept. 15, 2022 CII letter to PCAOB on Strategic Plan
Sept. 7, 2022 CII letter to SEC on reg flex agenda
Sept. 1, 2022 CII/CFA joint letter to SEC staff to regarding SEC Correspondence with Issuers in Machine-Readable Format
Aug. 31, 2022 CII response to ISS annual policy survey
Aug. 25, 2022 CII letter to SEC on proposed Rule 14a-8 amendments
Aug. 8, 2022 CII letter to SEC staff on NASDAQ proposed rule regarding direct listings with a capital raise
July 28, 2022 CII letter to SEC staff on NYSE proposed rule on primary direct listings
July 28, 2022 CII letter to Chair of the ISSB on proposed IFRS S1 and IFRS S2
July 28, 2022 CII letter to UK Financial Conduct Authority
July 28, 2022 Investor Coalition for Equal Votes (ICEV) letter to UK Financial Conduct Authority
June 24, 2022 CII letter to SEC on clawback proposal
June 9, 2022 CII letter to SEC on SPAC reform proposal
June 2, 2022 CII letter to Senate Banking Committee on JOBS Act 4.0
May 19, 2022 CII letter to SEC Generally Supporting SEC's Climate Disclosure Proposal, with Some Revisions
May 9, 2022 CII letter to SEC on Cyber Security
April 13, 2022 CII letter to Chair of Committee on Financial Services on Russia sanctions
April 8, 2022 CII letter to SEC on proposal to modernize beneficial ownership reporting
April 7, 2022 CII letter to SEC on proposal on Private Fund Advisers
April 5, 2022 CII letter to Chair and Ranking Member of Committee on Financial Services on Multi-class Bill
See also letter from California State Teachers’ Retirement System
March 31, 2022 CII letter to SEC on proposal to enhance buyback disclosures
March 24, 2022 CII letter to SEC on Rule 10b5-1
Feb. 24, 2022 CII letter to SEC on Pay Versus Performance
Feb. 24, 2022 CII letter to SEC on Reg Flex Agenda
Feb. 24, 2022 CII joint brief to 5th Circuit in support of SEC and Nasdaq board diversity disclosure
Feb. 14, 2022 CII letter to European Commission on Dual-Class Stock and SPACs
Attachment: CII response to Public Consultation on Listing Act
Feb. 10, 2022 CII letter to PCAOB on Advisory Groups
Dec. 24, 2021 CII letter to SEC on Proxy Voting Advice Proposal
Dec. 14, 2021 CII & CFA Institute joint letter to SEC on amendments to Form N-PX
Dec. 9, 2021 CII letter to SEC on Nasdaq SPAC proposal
Dec. 2, 2021 CII letter to DOL on ESG and proxy voting proposal
Attachment 1: CII letter to DOL on Fiduciary Duties Regarding Proxy Voting and Shareholder Rights
Attachment 2: CII letter to DOL on Financial Factors in Selecting Plan Investments
Nov. 18, 2021 CII letter to SEC on clawback proposal
Nov. 16, 2021 CII comment letter to ISS on proposed benchmark policy changes
Nov. 10, 2021
CII amicus brief in Assad v. E.Merge Technology Acquisition Corp. et al highlighting misalignment of interests in SPACs
Nov. 2, 2021 CII letter to Chairman and Ranking Member of Investor Protection, Entrepreneurship and Capital Markets Subcommittee
Oct. 28, 2021 CII letter to SEC on private fund advisers
Oct. 28, 2021 CII letter to PCAOB on supervision of audits proposal
Oct. 21, 2021 CII letter to SEC on Nasdaq direct listing proposal
Oct. 12, 2021 CII letter to Chairwoman and Ranking Member of Committee on Financial Services
Oct. 6, 2021 CII letter to Blue Apron commending recapitalization to one share, one vote structure
Oct. 1, 2021 CII letter to Chairwoman and Ranking Member of Committee on Financial Services
See also letters from CII Members and other organizations: Americans for Financial ReformCalifornia Public Employees’ Retirement SystemCalifornia State Teachers’ Retirement SystemConsumer Federation of America, Federated HermesHealthy Markets AssociationLos Angeles County Employees Retirement Association, North American Securities Administrators AssociationOffice of the New York State Comptroller, Ohio Public Employees Retirement System, Public CitizenRailpen, Washington State Investment Board
Sept. 27, 2021 CII letter to IASB on agenda consultation
Sept. 24, 2021 CII amicus brief in Interfaith Center on Corporate Responsibility, James McRitchie and As You Sow v. United States Securities and Exchange Commission
Sept. 16, 2021 CII letter to FASB on agenda consultation
Sept. 14, 2021 CII letter to U.K. FCA on dual-class share structures
Aug. 19, 2021 CII letter to SEC on Reg Flex Agenda  
July 28, 2021 CII letter to Chairwoman and Ranking Member of Committee on Financial Services
July 15, 2021 CII letter to IFRS Foundation on Proposed International Sustainability Standards Board
June 24, 2021 CII letter to the PCAOB on determinations under the Holding Foreign Companies Accountable Act 
June 14, 2021 CII letter to Speaker and Minority Leader regarding amendment to H.R. 1187
June 11, 2021 ClI letter to SEC on climate change disclosures
June 10, 2021 Prepared Written Remarks to SEC IAC on Rule 10b5-1
June 2, 2021 CII letter to SEC on finalizing universal proxies for contested elections
May 27, 2021 CII letter to SEC on Nasdaq proposal relating to PCAOB inspections
May 26, 2021 CII letter to TSY/AU on proxy advice
May 26, 2021 CII letter to DOL on ESG & proxy rules
May 5, 2021 CII letter to SEC on Holding Foreign Companies Accountable Act Disclosure
April 27, 2021 CII letter to Chairman and Ranking Member of Banking Committee on S.J. Res. 16.
April 22, 2021 CII letter to SEC Chair
Attachment: CII letter to SEC on agenda
April 22, 2021 CII letter to SEC on agenda
April 22, 2021 CII letter to Chair and Ranking Member of Committee on Financial Services on H.R. 1277
April 1, 2021 CII letter to SEC on Nasdaq diversity proposal
March 25, 2021 CII letter to SEC on Nasdaq proposal relating to SPACs
March 18, 2021 CII letter to Senate Banking Committee supporting the SEC as Investor Advocate Act of 2021
Attachment: draft of the SEC as Investor Advocate Act of 2021
March 18, 2021 CII letter to SEC on Rule 144
Feb. 25, 2021 CII letter to SEC on NYSE proposal relating to SPACs
Feb. 18, 2021 CII letter to SEC on Nasdaq proposal relating to restrictive market companies
Feb. 17, 2021 CII letter to UK Treasury on dual-class share structures
Feb. 1, 2021 CII letter to FTC on premerger notification proposal
Jan. 15, 2021 Joint amicus brief in Nasdaq v. SEC
Jan. 13, 2021 CII letter to SEC on Nasdaq proposal relating to direct listings 
Jan. 7, 2021 CII letter to SEC on Nasdaq proposal relating to SPACs