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Blog: SEC Commissioner Lee makes her case for diversity and climate disclosure

SEC Commissioner Allison Lee has been speaking up quite a bit recently about diversity and inclusion and about climate change—and not just at SEC open meetings. In her recent dissents in voting on proposals regarding...more

Blog: SEC adopts amendments to the shareholder proposal rules (UPDATED)

[This post revises and updates my earlier post primarily to reflect the contents of the adopting release.] - At an open meeting last week, the SEC voted (once again, three to two) to adopt highly controversial amendments...more

Blog: SEC adopts amendments to the shareholder proposal rules

At an open meeting this morning, the SEC voted (once again, three to two) to adopt two highly controversial proposals: amendments modifying the criteria for eligibility and resubmission of shareholder proposals in Rule 14a-8,...more

Blog: Proposed amendments to shareholder proposal rules—bruised but unbowed?

The SEC may have postponed until next week the open meeting originally scheduled for yesterday to consider adoption of revisions to the shareholder proposal rules, but Reuters has the inside scoop on the outcome of at least...more

Blog: House appropriations bill seeks to hamstring SEC on significant proposals and rules

You might think Congress would be too busy these days—what with a pandemic raging across the U.S., looming economic catastrophe and spiraling unemployment—to worry about the resubmission thresholds for shareholder proposals,...more

Blog: Corporate political spending and its potential consequences

Has all of the current political unrest and social upheaval had any impact on the drive for political spending disclosure? Apparently so, according to the nonpartisan Center for Political Accountability, which reports in its...more

Blog: How do the largest fund families vote on shareholder proposals related to ESG?

In 2019, investor support for shareholder proposals related to environmental, social and governance matters reached a record average high of 29%, according to Morningstar. And that doesn’t take into account the number of...more

Blog: Commissioner Roisman defends proxy proposals

The SEC’s recent proxy proposals—both the proposal related to proxy advisory firms and the proposal related to Rule 14a-8 shareholder proposals have been hit hard by the critics. Even the SEC’s own Investor Advisory Committee...more

Blog: SEC’s Investor Advisory Committee critical of SEC proposals on proxy advisory firms and shareholder proposals

At a meeting on Friday of the SEC’s Investor Advisory Committee, the Committee members voted (ten in favor, five opposed, with two abstentions) to submit to the SEC a recommendation regarding SEC guidance and rule proposals...more

Blog: BlackRock puts sustainability at the center of investment strategy, expects more transparency in sustainability disclosure

Was it the heartbreaking photos of scorched koalas in Australia? Was it the pressure from activists such as As You Sow, which submitted a shareholder proposal asking for a report on how the company plans to implement the new...more

Blog: Watchdog calls for investigation of “fishy” letters

In November, the SEC voted to propose amendments to add new disclosure and engagement requirements for proxy advisory firms and to “modernize” the shareholder proposal rules by increasing the eligibility and resubmission...more

Blog: Jackson advocates transparency in political spending—by corporations and institutional investors

In July, Representative Carolyn Maloney contacted SEC Commissioner Robert Jackson to solicit his views on legislation that would require public companies to disclose their corporate political spending. Jackson has now...more

Blog: Corp Fin posts chart of 2019-2020 Shareholder Proposal No-Action Responses

You may recall that, last month, Corp Fin announced that it had revisited its approach to responding to no-action requests to exclude shareholder proposals. In essence, under the new policy, the staff may respond to some...more

Blog: Did the SEC Chair get punked?

You might recall that, earlier this month, the SEC voted to propose amendments to add new disclosure and engagement requirements for proxy advisory firms and to “modernize” the shareholder proposal rules by increasing the...more

Blog: SEC proposes to “modernize” shareholder proposal rules

Last week, the SEC voted to issue a new rule proposal intended to “modernize” the shareholder proposal rules, with Commissioners Robert Jackson and Allison Lee dissenting. Generally, the proposal would modify the criteria...more

Blog: Glass Lewis’s expectations in response to new Corp Fin approach to shareholder proposals

You may recall that, last month, Corp Fin announced that it had revisited its approach to responding to no-action requests to exclude shareholder proposals. In essence, under the new policy, the staff may respond to some...more

Blog: SEC proposes new obligations for proxy advisory firms and changes to rules for shareholder proposals

Are issuers precluded from raising concerns about proxy advisory firm recommendations, particularly errors and incomplete or outdated information that form the basis of a recommendation? Are firm conflicts of interest...more

Blog: Are we misunderstanding the elements that lead to good governance?

What does good governance really mean? What does it mean to follow best practices? Are there really best practices that make sense for all companies? Do we tend to latch onto easily identified and measured structural...more

Blog: Corp Fin issues SLB 14K—it’s “ordinary business” again

Just in time for proxy season, the Corp Fin staff has issued a new Staff Legal Bulletin 14K on—what else—shareholder proposals and the “ordinary business” exclusion. The SLB attempts, once again, to provide some...more

Blog: Are there clues in the last proxy season about the one to come?

In 2019 Proxy Season Recap and 2020 Trends to Watch from consultant ICR, posted on The Harvard Law School Forum on Corporate Governance and Financial Regulation, the author concludes that, although, initially, the changes in...more

Blog: Will Corp Fin’s new policy for addressing shareholder proposals lead to more litigation?

You may recall that, earlier this month, Corp Fin announced that it had revisited its approach to responding to no-action requests to exclude shareholder proposals. In essence, under the new policy, the staff may respond to...more

Blog: Corp Fin changes approach to responding to no-action requests to exclude shareholder proposals

As foreshadowed by Corp Fin Director Bill Hinman at an event in July put on by the U.S. Chamber of Commerce, Corp Fin has announced that it is revisiting its approach to responding to no-action requests to exclude shareholder...more

Blog: A new shareholder proposal regarding firearms—is it just the beginning?

In a post last month, I noted that, notwithstanding the growth in the number of shareholder proposals related to corporate social responsibility, for the 2019 proxy season (unlike 2018), we did not find any shareholder...more

Blog: Will the issue of firearms safety be reignited for the next proxy season?

As you know, topics related to corporate social responsibility have ascended to the forefront for many stakeholders, and CSR is sometimes viewed to comprise issues related to firearms safety. With the renewed national debate...more

Blog: Proposals for political spending disclosure make headway this proxy season

In this article from the Center for Political Accountability, the authors tout the recent “banner proxy season” for disclosure of political spending, both in terms of the uptick in shareholder support for disclosure proposals...more

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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