CII Comment on Proposed DOL ESG Rule

CII’s comment to DOL/EBSA includes an outstanding list of empirical studies supporting the financial impact of ESG factors. The full comment is below. An excerpt: We also believe the Proposed Rule would create significant burdens of proof for investment approaches that emphasize investment risk and opportunities around ill-defined ESG matters, without subjecting funds that dismiss…

CII Letter to SEC about PCAOB and China

The Council of Institutional Investors has written to the SEC to raise concerns about plans to cut back on investor protections and accounting oversight. The full letter is below. An excerpt (footnotes omitted): [We] respectfully request that the PCAOB investigate the matter to the extent possible and determine whether it is appropriate and in the…

CII Letter to the SEC on Proxy Advisors

CII members have written to the SEC to express very serious concerns about the SEC’s recent actions with regard to proxy advisory firms. We are disappointed that the SEC did not ask for public comment on its new Proxy Advisor Interpretation and Guidance before issuance. We would ask that the SEC re-consider that interpretation and…

CII Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures

We are writing on behalf of the Council of Institutional Investors (CII) to request that the Delaware State Bar Association propose to the Delaware General Assembly that Delaware General Corporation Law (DGCL) be amended to limit the authority of Delaware corporations listed on national securities exchanges to adopt multi-class common stock structures with differential voting…

CEOs Adopt “Stakeholder” Goals: Business Roundtable

A new statement from the Business Roundtable commits to stakeholder interests instead of making the primary purpose of the company shareholder value. We have some concerns.  And a strong sense of deja vu. The last time the BRT was excited about stakeholders it was during the era of hostile takeovers, and a feint to the…

CII Spring Meeting 2019

The Council of Institutional Investors meets in Washington DC every spring, and as fascinating and timely as the presentations and panels are, what goes on behind the scenes is increasingly even more significant.  VEA Vice Chair Nell Minow made presentations at two of these behind-the-scenes events, discussing buybacks with members of the CII board and…

CII Study on Shareholder Proposal Resubmission Thresholds

CII has responded to questions about whether the current SEC rules on the level of support required to resubmit a shareholder proposal should be raised with a new study. The findings: • The vast majority of shareholder proposals satisfy the current resubmission thresholds of 3%, 6% and 10%. About 95% of proposals are eligible for…

Why Did the SEC Rescind the Proxy Advisory Letters? CII’s View

As we noted earlier, the SEC has rescinded two 2004 letters about proxy advisory firms before the upcoming roundtable on proxy issues. We like CII’s analysis of what is going on. But some Washington lobbyists believe SEC Chair Jay Clayton ordered the move, at least in part, to protect the agency’s ability to issue staff…