SEC: Comment from Securities Lawyer Thomas Gorman

The SEC is considering additional restrictions on insider stock sales. We support these rules because it is too easy now for insiders to game the system. Even if sales are scheduled in advance, insiders control the timing of disclosures and other actions that can affect stock price. Thomas Gorman is a former SEC attorney and is…

Members of Congress Express Concern about the SEC’s Approach to Climate Change Disclosure

Some Members of Congress have written to SEC Chairman Gensler to remind him what the “materiality” standard is and conclude without reference to any data that the Commission may not be clear on it. We also caution the SEC against outsourcing its responsibilities to ostensibly “independent” third-party standard setters that have agendas outside the scope ofthe Federal securities laws and that do not recognize the standard ofmateriality that has served U.S. capital markets so well. Some of these organizations are funded or…

SEC Announces Suspension of Controversial Proxy Advisory Rule: ISS Responds

Institutional Shareholder Services issued the following statement in light of today’s announcement by U.S. Securities and Exchange Commission Chairman, Gary Gensler, regarding the application of the proxy rules to proxy voting advice: “We welcome the SEC’s announced decision to consider revisiting its proxy adviser rulemaking, which we believe was ill-conceived, inconsistent with the law, and…

SEC Commissioner Lee on Myths and Misconceptions about “Materiality”

SEC Commissioner Allison Herron Lee made a very significant speech about the materiality of ESG disclosures: [A]s debates around climate and ESG disclosure have intensified, I have found through dozens if not hundreds of conversations that a number of misconceptions about materiality – what it is and what it is not – have proliferated. For…

A Glimpse of a Future With True Shareholder Democracy – The New York Times

[L]ack of proxy voting capability leaves vast numbers of investors out of the equation, and gives corporations inordinate power. Consider that roughly half of all American households, comprising tens of millions of people, have a stake in the stock market. But most own equities indirectly through funds — mainly index funds. That leaves fund managers…

SEC Commissioner Crenshaw Wants More Data

Commissioner Caroline Crenshaw spoke to the Conference on Financial Regulation and recommended areas for additional disclosure requirements. Where should the SEC be seeking more data? Crenshaw offered several examples.  The private markets. For the last several years, the SEC has loosened the rules for investor activity in the private markets. For example, in 2020 the…

Investor Advocates Urge Congress to Overturn SEC’s Shareholder Proposal Rule

VEA Vice Chair appeared with a distinguished panel of investor advocates to brief Senate staffers this week on the SEC’s appalling new rule restricting shareholder proposals. The rulemaking process violated the Administrative Procedure Act and cost-benefit guidelines. Other panelists were Josh Zinner of ICCR, Brandon Rees of AFL-CIO, and Kyle Seeley of the New York…

Jim McRitchie’s Letter to the New SEC Chair, Gary Gensler

Jim McRitchie has written to incoming SEC Chairman Gary Gensler with a list of suggested priorities. An excerpt: With your knowledge of blockchains, you are in a perfect position to reconnect the link between shares, ownership, and responsibilities lost in disintermediation. One study found sixteen intermediaries between a Main Street investor and their investments (What…

Toomey Presses SEC on New Climate Enforcement Task Force | United States Committee on Banking, Housing, and Urban Affairs

U.S. Senate Banking Committee Ranking Member Pat Toomey (R-Pa.) wants more information from the U.S. Securities and Exchange Commission (SEC) about its recently announced climate and environmental, social, and governance (ESG) enforcement task force. In a letter to Acting Chair Allison Herren Lee, Senator Toomey wrote: “These announcements appear to presage major changes in longstanding…