SEC Cancels Vote Limiting Whistleblower Rights — Again

The U.S. Securities and Exchange Commission has canceled a scheduled vote on proposed rules that would restructure its Dodd-Frank Act mandated whistleblower reward program. This is the second time the vote on the proposed changes has been canceled.  “We hope that the Commission is using this additional time to ensure that the proposed changes do not…

SEC to Allow Businesses More Flexibility in Disclosing Risk, Legal Information – WSJ

The U.S. Securities and Exchange Commission on Wednesday voted to give companies more flexibility in disclosing risk factors and legal proceedings in their financial statements. The SEC approved an amendment to Regulation S-K, which serves as the basis of disclosure requirements for U.S. public companies. Regulation S-K hasn’t undergone significant changes in more than 30…

ISS’s Lorraine Kelly Responds to SEC Rule on Proxy Advisors

Lorraine Kelly, head of governance business at ISS, writes in Barron’s about the SEC’s proxy advisory rule. An excerpt: Since last year, the Securities and Exchange Commission has been swept up in a well-funded corporate lobbying campaign pressing for enactment of onerous regulations that will make it more difficult for shareholders to voice disagreement with…

Bausch Health Agrees to Pay $45 Million to Settle SEC Dispute – WSJ

Bausch Health Cos BHC -3.08% . agreed Friday to pay $45 million to resolve regulatory claims that it improperly booked some revenue and misled investors about the impact of a significant price increase on a single drug. The Securities and Exchange Commission said three former executives also agreed to pay penalties to settle the agency’s…

Supplemental Comment Letter to SEC on Shareholder Proposals

A group of investors has filed a supplemental comment with the SEC asking for withdrawal of the proposed rule restricting shareholder proposals. The full comment is below. An excerpt: This evidence demonstrates that the economic harm that the amendments could cause if they were finalized far outweighs the de minimis purported benefits cited in the…

VEA Vice Chair Quoted: Divided SEC Passes Controversial Proxy Advisor Rule

Nell Minow, Vice Chair of ValueEdge Advisors and a co-founder and former president of Institutional Shareholder Services Inc. (ISS), takes a different view on the proxy advisor rules. She told me that the rulemaking procedure is deficient in several different ways, and could be subject to court challenge. Initially, the Commission acted without proper regard…

SEC Commissioner Allison Lee on Her Vote Against the Proxy Advisor Rule

Paying More For Less: Higher Costs for Shareholders, Less Accountability for Management Commissioner Allison Lee photo Commissioner Allison Herren Lee July 22, 2020 At the proposing stage for these rules, I observed that they would harm the governance process and suppress the free and full exercise of shareholder voting rights. Unfortunately, that is still the…