In Case You Missed It - Interesting Items for Corporate Counsel - November 2019

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  1. The SEC’s “inline XBRL” rules went into effect for large accelerated filers for filings made on or after June 15, 2019. Compliance dates are June 15, 2020 for accelerated filers and June 15, 2021 for all others. The rules require that filers embed data codes directly into their html file, rather than creating a new file with data tags. The result is that online filings are easier to search and relate to other information in the filing. Once you are subject to the rules, you may stop posting XBRL data on your website. The SEC’s overview of the requirements, including a link to the final rule and a video about why inline XBRL is useful, is here. Technical corrections to the final rule are here. The rule amended Item 601 of Regulation S-K to add Exhibit 101 (inline data) and Exhibit 104 (inline data in the cover page), which are confusing and seem kind of dumb. The upshot is that, although inline XBRL data is, well, “inline,” you nonetheless must file one or more exhibits pointing out that fact ... usually. SEC Compliance and Disclosure Interpretations on interactive data, including nine new items published in August that cover the exhibit requirements among others, are here. Per the SEC’s guidance, once you are subject to the rules:
    • Each Form 8-K must include in the exhibit index under Item 9.01(d): “Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).” However, if no other exhibits are listed in the 8-K, the SEC staff won’t object if you omit the Exhibit 104 reference. (The SEC might prefer you omit it, since it’s arguably useful for investors to know at a glance when a substantive exhibit is filed and if you always include Exhibit 104, that usefulness goes away.)
    • Each Form 10-Q or 10-K must include in the exhibit index each of the following:
      • Exhibit 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”); and
      • Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
  2. Keep in mind that the FAST Act requires that you file a description of securities registered under Section 12 on an exhibit to your Annual Report on Form 10-K (final SEC rules are here). The requirement applies to Form 10-Ks filed after May 1, 2019.
  3. The SEC adopted final rules, here, that allow all issuers to make test-the-waters communications to potential investors. Such communications were previously limited to “emerging growth companies” under the JOBS Act. Commentary on the new rules is here, here, and here.
  4. Despite relative regulatory inactivity at the SEC in the last few years, it has come out strong in the last few months to shift influence from public company shareholders and proxy advisory firms:
    • The SEC proposed, here, that to be exempt from proxy rules under an expanded definition of “solicitation,” proxy advisors like ISS and Glass Lewis must disclose conflicts of interest, give public companies the opportunity to review and give feedback on the proxy voting advice before it is issued, and include upon request in their advice a hyperlink to the public company’s views. The SEC’s press release and summary is here.
    • The latest proposal follows the publication of two SEC interpretive releases, one of which (here) said that proxy advisory service advice is usually a “solicitation” and subject to the Rule 14a-9 restriction on false or misleading statements, and one of which (here) described the voting responsibilities of investment advisors and steps advisors should consider if they become aware of errors in a proxy advisor’s analysis. (ISS promptly sued, here, claiming the SEC guidance violates free speech rights, was adopted without hewing to the requirements of the Administrative Procedures Act, and is arbitrary and capricious. Commentary on the lawsuit, and on the original guidance, is here.)
    • The SEC proposed, here, higher ownership thresholds in order to make a shareholder proposal, replacing the $2,000/1% ownership for at least a one year threshold with three alternative thresholds based on owning a specified minimum value of company securities over a continuous period: $2,000 for at least three years; $15,000 for at least two years; or $25,000 for at least one year. The SEC also proposed to apply the “one-proposal rule” to “each person” rather than “each shareholder,” which would effectively prohibit a shareholder-proponent from submitting one proposal in their own name and simultaneously submitting another proposal in a representative capacity; representatives would also be prohibited from submitting multiple proposals, even if the representative were to submit each proposal on behalf of different shareholders. The proposed rule also would increase the current thresholds of 3%, 6%, and 10% for permitted resubmission of matters voted on once, twice, or three or more times in the last five years to 5%, 15%, and 25%, and allow exclusion of a proposal that’s received 25% approval on its most recent submission if it has been voted on three times in the last five years and both received less than 50% of the votes cast and experienced at least a 10% decline in support.
    • The SEC issued Staff Legal Bulletin 14K, here, to provide guidance on when shareholder proposals may be excluded under the “ordinary business” exemption of Rule 14-8(i)(7), including letting a company know its chances of exclusion are better if it includes the board’s analysis of why the proposal is not sufficiently significant to transcend the “ordinary course,” and letting shareholders know that a proposal that includes a detailed process to achieve otherwise permissible ends may be excluded on “micromanagement” grounds.
    • The SEC announced, here, that it may give only oral responses to no-action letters regarding the exclusion of shareholder proposals under Rule 14a-8. That rule requires that a company notify the SEC when it excludes a proposal and justify the exclusion, which in part is why the practice developed to request the SEC’s concurrence in the company’s conclusion.
  5. The SEC is also fishing for ideas to improve access to private markets and the operation of secondary trading markets. It:
    • Published a concept release on harmonization of securities offerings, here, which suggests a willingness (although no specific proposals) of the SEC to broaden access to equity and venture capital funds to non-accredited investors.
    • Solicited suggestions for proposals to improve secondary trading in thinly-traded securities, here.
  6. ISS and Glass Lewis recently released their 2020 voting guidelines, here and here. ISS also published its updated Governance QualityScore methodology here.
  7. The NY City Comptroller announced, here, the third stage of its Boardroom Accountability Project, an initiative to promote diversity on corporate boards modeled on the “Rooney Rule,” which requires NFL teams to consider minority candidates for head coaching and other jobs. The initiative kicked off with letter requests to 56 S&P 500 companies that they adopt such a rule, and will likely continue with targeted shareholder proposals to require that they do so. Meanwhile, a lawsuit challenging California’s SB 826, which requires that public companies that have principal executive offices in California have a minimum number of woman directors, was filed in August, here. Commentary on the California lawsuit is here and here.
  8. A few other odds and ends:
    • The GAO published its mandated report on 2018 conflict mineral reports, here, suggesting that 2018 reports were essentially the same as 2017 and 2016 reports. On the requirement that it assess the SEC regulation’s effectiveness on promoting peace and security, the GAO punted.
    • Ernst & Young published its analysis of trends in 2019 SEC comment letters, summary here and full report here (you may need to register). Comments on non-GAAP financial measures continue at the top of the trends list.
  9. Several pieces have emerged in the last few months questioning, sort of, the notion of shareholder supremacy in corporate decision-making. The Business Roundtable published what in the corporate world constitutes a bombshell statement to the effect that a corporation’s purpose should be to improve the lot of all constituencies, here. That statement was quickly followed by the Council of Institutional Investors’ publication of “concerns,” here. In a fight reminiscent of the one here, UCLA Law Professor Stephen Bainbridge rebuts recycled criticisms of “sociopathic” (blindly self-interested) corporate decision-making here and notes that (a) the only “law” relevant to director and officer actions is the “business judgement” standard of judicial review (basically, the idea that, as long as directors don’t have a conflict and follow a reasonable process, a court won’t revisit their decisions), (b) corporations have plenty of leeway to consider long-term interests of shareholders over short-term interests, and (c) to the extent advocates believe corporations should consider non-shareholder interests, a benefit company structure allows that (and benefit company charters may specify what other interests must be considered). All of that is, of course, completely true. (Some additional analysis of the Business Roundtable statement is here.)

    Advocates of pushing corporate considerations beyond narrow shareholder concerns may get a boost from just-retired Delaware Chief Justice Leo Strine, a corporate law luminary if ever there was one, who recently published the horribly titled “Toward Fair and Sustainable Capitalism: A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future,” available here. Strine suggests corporate governance reforms can and should look beyond the short-term interests of institutional shareholders to the longer-term interests of the human beings whose capital they control, and that the realignment can be achieved with “modest changes” to the laws and regulations that apply to institutional investors.

    Many states, like our own home state of Oregon (see here), have “constituencies” provisions in their corporate codes that specifically allow directors to consider groups other than shareholders when deciding whether to approve a company sale, the point in time when short- and long-term shareholder interests reduce to “how much am I getting,” and typically when director fiduciary duties are most important and most closely scrutinized by courts. Outside a sales context, even absent a constituencies provision, the business judgement rule means directors and officers could defensibly shift dividends to salaries, for example, because focusing on employee retention is in the long-term interests of the corporation and, ultimately, shareholders. That said, it’s difficult to imagine that, absent significant changes to fiduciary duty clauses in state corporate codes, courts will quickly deviate from established case law or directors or executives will push the boundaries to act for the benefit of a group to the detriment of shareholders. At the end of the day, it might be nice if corporations solved social problems, but that’s not what they were designed to do.

  10. Even if we can’t count on corporations to fix all of our problems, we can count on them to continue to wade into public policy, because policy affects them and, sometimes, because failing to act makes a political statement that affects their bottom line. And generally that's fine. An NRA-sponsored Walmart shareholder won’t be able to bring a successful claim against Walmart’s Board and CEO for curbing ammunition sales, for example (see here), because they will convincingly claim that the short-term revenue hit (see here) is more than offset by avoiding customer boycotts. (On the flip side, shareholders can’t force Walmart to put to shareholders a vote on what to do about gun sales, as the Third Circuit told us here.) Inevitably, trying to shape policies will drag companies into partisan politics in uncomfortable ways. Witness, for example, the Trump Administration’s efforts to queer the proposed auto emissions pact between California and Ford, VW, BMW, and Honda. (See here, and the downright unsettling news that the DOJ is looking at them here.)
  11. Finally, it’s not without satisfaction that we read the many, many articles disparaging WeWork’s IPO (e.g., here), before learning that the IPO had been delayed (see here and here) and its CEO resigned and reduced his voting control (see here). (Adding to the drama, SEC comment letters and responses were apparently leaked and formed the basis for the WSJ story here). It takes a bit of wading through WeWork’s prospectus (here) before you even learn what the company does and how it makes money. Before bothering you with that, WeWork first wants you to know: “We are a community company committed to maximum global impact. Our mission is to elevate the world’s consciousness.” So, that’s nice. If you keep reading, you eventually learn that WeWork enters into long-term leases, renovates leased spaces, and subleases flexible work space on a short-term basis. You might stop reading when you learn that WeWork has $47.2 billion in 15-year lease obligations and that its subleases average 15 months, which might suggest the company will spectacularly implode in an economic downturn. Our reaction to news of slipping valuations and eventual postponement was “thank goodness”: we’ve never understood how the business model Amazon pioneered (we’ll lose money until we take over the world, then we’ll start making money hand-over-fist) works for a company that leases and subleases real estate, and we’ve really never seen any rational relationship between WeWork historical valuations and its prospects. (Heck, we’re not even sure how Uber sold this model to its investors.) But we’re also not billionaires, so take that with a grain of salt.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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