Shareholder Proposals 2019—ESG No-Action Letter Trends and Strategies

Shareholder proposals relating to ESG matters are frequent targets for exclusion by companies, and based upon a survey of the no-action letters submitted during the 2019 proxy season, this trend continues. Over 40% of the no-action letters we reviewed for the 2019 proxy season related to a variety of ESG matters, and the arguments and…

VEA’s Second Supplemental Comment to the SEC on Proposed Proxy Advisor Rule

A second supplemental comment, reflecting new information and responses to some of the other comments: 1. Further Evidence that Corporate Claims of Zombie “Robo-Voting” are Bunk: We have noted previously that assertions that fund managers “robo-vote” are unsupported and contrary to the data. The findings of a new study by Lily Tomson of ShareAction prove…

SEC’s New Rules Undermine Shareholder Rights – Bloomberg

Yale’s Jonathan Macey on the SEC’s proposed rule on proxy advisors: It is indeed strange that the SEC, whose mission is to protect investors, is putting its thumb forcefully on the scale in favor of companies and against investors. Its proposal would land a one-two punch against corporate democracy and freedom of speech. Not only…

SEC Comment Word Cloud

Columbia Law School’s Blue Sky Blog has mapped the comments on the SEC’s proposed rules on proxy advisors. This post offers a helpful tool, in the form of a computational textual analysis of the submitted comments to the proposed rule change. While by no means a substitute for deeper analysis, this type of computational analysis…

SEC’s proxy proposal: Who would benefit? – MSCI

Ric Marshall of MSCI writes: The SEC is considering a proposed rule that would curb the ability of small individual investors — so-called “nuisance investors” — to propose shareholder resolutions on corporate proxies. We found that many proposals authored by small individual investors won substantial support from 2015 through 2019. More than half of all…

Senators Tell the SEC to Withdraw the Proposed Proxy Rules

Senators Richard Durbin, Sherrod Brown, Brian Schatz, and Jack Reed have written to SEC Chairman Jay Clayton to object to the proposed rules on proxy advisors and proxy proposals in the strongest terms. The full letter is below. An excerpt: The SEC fails to make a credible argument that errors in proxy advisor reports justify…

Sparks Fly in Comments on SEC Proxy Advisor Proposals — Bloomberg

The notice and comment process for SEC rulemaking typically generates turgid prose and repetitive argument. That is definitely not the case with regard to the comments on the SEC’s proxy advisor proposals. Corporate governance expert Nell Minow stated that the rules as proposed would “undermine a crucial element of accountability to shareholders by severely hampering…

SEC’s new proxy adviser regulations will harm real Main Street investors

Lorraine Kelly of ISS makes a strong statement in opposition to the SEC’s proposed restrictions on proxy advisors. To be clear, this proposal is not being driven by institutional investors that hire proxy advisers; our customers are not asking for the government to intervene in the crafting and publication of corporate governance research and recommendations….