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Alert: SEC Issues New Guidance on Cybersecurity Disclosure and Policies

In February, the SEC announced that it had adopted long-awaited new guidance on cybersecurity disclosure. While the new guidance builds on Corp Fin's 2011 guidance on this topic, it carries more weight because it bears the...more

Blog: BDO Identifies Questions Companies May Need To Address At Annual Meetings Of Shareholders This Season

Just in time to get ready for those annual meetings of shareholders, accounting firm BDO’s Center for Corporate Governance and Financial Reporting has developed a list of topics that companies should be prepared to address at...more

Blog: SEC Chair Confirms Mandatory Shareholder Arbitration Provisions And Dual-Class Share Structures Not Near-Term Priorities

Last week, at a meeting of the SEC’s Investor Advisory Committee, SEC Chair Jay Clayton delivered an opening statement, part of which addressed two governance topics of recent debate. One of the topics—dual-class share...more

Blog: Equilar Reports On Advances In Board Gender Diversity

Happy International Women’s Day! According to the latest Equilar Gender Diversity Index (GDI), based on the current rate of growth, board gender parity for companies in the Russell 3000 is now expected to be achieved by...more

Blog: ISS Highlights Trends In Shareholder Proposals For The 2018 Proxy Season

In this article, ISS provides a snapshot of shareholder proposals thus far in the 2018 proxy season. The most salient point is that over two-thirds of the proposals in the ISS database related to social or environmental...more

Blog: SEC Approves Amendments To NYSE Manual Largely Eliminating Requirement To Deliver To NYSE Hard Copies Of Proxy Materials

On March 1, the SEC approved the NYSE’s proposal to largely eliminate the requirement to provide hard copies of proxy materials to the NYSE. Prior to approval of the amendment, listed companies were required to provide hard...more

3/6/2018  /  EDGAR , NYSE , Proxy Materials , SEC

Blog: Corp Fin Grants Relief Under “Economic Relevance” Exclusion Of Rule 14a-8(I)(5)

You might recall that, in November last year, Corp Fin issued new Staff Legal Bulletin No. 14I, Shareholder Proposals, which, among other things, addressed the “economic relevance” exclusion of Rule 14a-8(i)(5). That rule...more

Blog: Corp Fin’s New Twist On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

This proxy season, after the Corp Fin staff permitted AES Corporation to exclude a shareholder proposal on the basis of Rule 14a-8(i)(9)—the exclusion for a proposal that directly conflicts with a management proposal—the...more

Blog: EY Center For Board Matters Identifies Investors’ Top Priorities For Companies For 2018

The EY Center for Board Matters has identified investors’ top priorities for companies in 2018, based on its annual investor outreach involving interviews with over 60 institutional investors with an aggregate of $32 trillion...more

Blog: Is The SEC About To Allow All Companies To “Test The Waters”?

The WSJ is reporting that “people familiar with the matter”—every reporter’s favorite source—say that the SEC is “weighing” expanding “test the waters” beyond just EGCs. You might recall that, in 2012, the JOBS Act allowed...more

Blog: It Takes A Unicorn? SEC Approves NYSE Rule Change To Facilitate Direct Listings

The chatter has it that some unicorns are considering skipping the standard underwritten IPO in favor of a “direct listing.” Essentially, this process involves a registered sale by selling shareholders directly into the...more

Blog: New SEC Guidance on Cybersecurity Disclosure

Yesterday, the SEC announced that it had adopted—without the scheduled open meeting, which was abruptly cancelled with only a cryptic statement—long-awaited new guidance on cybersecurity disclosure. The guidance addresses...more

Blog: SCOTUS Says Whistleblowers Must Whistle All The Way To The SEC

Today, SCOTUS handed down its decision in Digital Realty v. Somers, a case addressing the split in the circuits regarding the application of the Dodd-Frank whistleblower anti-retaliation protections: do the protections apply...more

Blog: What’s Happening With Proxy Access Fix-It Shareholder Proposals For This Proxy Season?

When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more

Blog: Nasdaq Proposes To Modify The Requirement For Shareholder Approval Of Issuances Involving 20% Or More Of The Shares Or...

Nasdaq is proposing to modify the listing requirements in Rule 5635(d) to - (i) change the definition of market value for purposes of the shareholder approval rule and...more

Blog: Blackrock Issues Proxy Voting Guidelines For 2018 Proxy Season

As discussed in this PubCo post, BlackRock has recently issued its 2018 Proxy Voting Guidelines for U.S. Securities. Because BlackRock is reportedly the largest asset management firm (with $6.3 trillion under management),...more

Blog: Mandatory shareholder arbitration provisions for IPOs? SEC Chair says “not on my list”

Depending on your point of view, you may have experienced either heart palpitations or increased serotonin levels when you heard, back in July 2017, that SEC Commissioner Michael Piwowar had, in a speech before the Heritage...more

Blog: In Light Of The Recent Fraud Charges Against Audit Firm Partners And The PCAOB, What Questions Should Audit Committees Ask...

Recent civil and criminal fraud charges against partners at KPMG and staffers at the PCAOB, arising out of “their participation in a scheme to misappropriate and use confidential information relating to the PCAOB’s planned...more

2/8/2018  /  Auditors , Audits , KPMG , PCAOB , SEC

Blog: Blackrock Advocates That At Least Two Women Be On Each Company Board

The lede from the WSJ is that “for the first time,” BlackRock (reportedly the largest asset management firm with $6.3 trillion under management) is “stating publicly that companies in which it invests should have at least two...more

Blog: Will Corp Fin Revisit (Again) Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals?

The Council of Institutional Investors has sent a letter to William Hinman, director of Corp Fin, raising objections to the staff’s treatment of a recent shareholder proposal. The staff permitted the company, the AES...more

Blog: Want A Preview Of Pay-Ratio Disclosure? Equilar Releases Pay-Ratio Survey Data

Equilar has just released the results of an anonymous survey of public companies, with 356 respondents, which asked these companies to indicate the CEO-employee pay ratios they anticipated reporting in their 2018 proxy...more

Blog: First Pay-Ratio Disclosure Sighted

Thanks to my colleagues Amy Wood, Dani Nazemian and the intrepid Mariane Konstantaras, all three of our Comp & Ben Group, we now have a sighting of pay-ratio disclosure under the new pay-ratio rules, Reg S-K Item 402(u). ...more

Blog: Shareholder Proposal To Exclude Impact Of Share Buybacks On Executive Compensation

In 2016, the AFL-CIO submitted several shareholder proposals designed to curb the impact of stock buybacks on executive compensation. The question at the time was whether we would see many more of these proposals. However,...more

Blog: SEC-NYU Dialogue on Securities Markets focuses on shareholder engagement

While the topic of last week’s fourth SEC-NYU Dialogue on Securities Markets was shareholder engagement—focusing on the roles of institutional and activist investors— the real hot topic was the recent letter to CEOs from...more

Blog: SEC Files Charges Against Former PCAOB Staff And Former KPMG Partners—Collateral Impact?

On January 22, 2018, the SEC filed charges against six CPAs, including former staffers at the PCAOB and former partners of KPMG, arising out of “their participation in a scheme to misappropriate and use confidential...more

1/24/2018  /  Audits , KPMG , PCAOB , SEC
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