In Focus

Registration Now Open for Fall Conference!

CII members can now register for the fall conference, which will be held at the Westin Copley Place in Boston September 21-23. The agenda is packed with insightful sessions focusing on timely topics such as exploring empirical evidence on ESG and corporate performance; navigating global conflict and geopolitical risk; and focusing on the governance gap at small- and mid-cap companies. As always, the schedule includes plenty of opportunities for networking!

CII Letter Supports Adoption of Clawback Rules that Encompass Little ‘r’ Restatements

In a June 23 letter, CII provides the SEC with additional feedback on its proposed clawback rule. The SEC reopened the comment period for the rule June 8. The letter stresses the need for adoption of a rule despite an uptick in companies implementing their own clawback policies so that the SEC could establish a common floor for clawback policies at listed companies. The letter also reiterates CII’s strong support for having the rules extended to include all required restatements made to correct an error in previously issued financial statements. This extension would could help stop the trend of companies “opportunistically” categorizing more and more corrections of material financial reporting as a revision rather than a restatement to avoid triggering a clawback and more transparent reporting.

CII Partners with Railpen and other CII Members on Equal Voting Rights

CII is partnering with Railpen as co-leaders in an investor coaltion including Minnesota State Board of Investment, the New York City Comptroller's Office, the Ohio Pubilc Employees Retirement System, the Washington State Investment Board and the New York State Common Retirement Fund to seek dialogue with pre-IPO companies and intermediaries about long-term alignment between invested capital and voting power. The coalition will also explore working together to advance policy solutions, such as draft legislation CII put forward this spring to curtail misalignment. Under that approach, new entrants to national exchanges seeking to maintain their listing eligibility would need to have either a one-share, one-vote structure or a sunset provision ensuring equal voting no later than seven years after IPO, unless each class votes separately to extend the unequal structure. The coalition is open to growing over time.

CII Supports SPAC Reforms to Help Ensure Quality of Companies Entering Public Markets

In a June 9 letter to the SEC, CII encouraged the commission to move forward with proposed disclosure and accountability reforms to the process by which private companies enter to the public markets via shell companies known as Special Purpose Acquisition Companies (SPACs). CII’s letter argues that addressing gaps in transparency and accountability between this route to going public and other paths would not just help SPAC investors; it would also serve public equity index investors, who rely on reasonable safeguards ensuring quality entrants to the public company universe.