SEC Adopts Final Rule 10D-1 Regarding Clawbacks Of Executive Compensation

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted Rule 10D-1 entitled “Listing Standards for Recovery of Erroneously Awarded Compensation.” The rule has two main requirements. First, it directs national securities exchanges to require listed issuers to develop and implement written policies to claw back incentive-based executive compensation if the issuer is later…

CII Welcomes New SEC 10(b)5-1 Rule

From the Council of Institutional Investors: CII applauds the SEC’s unanimous approval today of final rules that will close loopholes and enhance the transparency of executive trading plans in company stock. The adoption comes after CII pressed the commission for 10 years to reform these Rule 10b5-1 trading plans. “The new rules close gaps in the SEC’s…

Goldman Sachs to Pay $4 Million to Settle Investigation Over ESG Funds – WSJ

WASHINGTON—Goldman Sachs Group Inc.’s asset-management arm agreed Tuesday to pay $4 million to settle a regulatory investigation into how it managed mutual funds and other products that pick stocks based on environmental, social and governance criteria.The Securities and Exchange Commission said Goldman marketed the ESG funds and a similar investment strategy without always following a…

SEC Orders Enhanced Reporting of Proxy Votes By Investment Managers

Statement by Commissioner Caroline A. Crenshaw on the SEC’s updated proxy vote disclosure rules: Commission rules often focus on corporate transparency and helping investors understand how their money – their ownership stake of U.S. companies – is used. Today’s rule does just that. When the Commission adopted Form N-PX in 2003, it stated that investors…

Doug Chia on the Slippery S in ESG

We applaud the comment filed by Doug Chia on the importance of transparency in the names of would-be and so-called ESG funds. He points out that PIMCO’s “Total Return ESG Fund” has a name that does not reveal its exclusion of reproductive health-related companies. Prospective investors have to dig into the materials to see: the…

SEC Commissioner Caroline Crenshaw: Late Summer Sunshine: Statement on the Adoption of Pay Versus Performance

Today the Commission adopted a rule that provides investors with information about how corporate executives are paid. That is, quite simply, it. This rule does not regulate the way companies incentivize their executives, but rather the disclosures that companies are required to make about such compensation. More specifically, Pay Versus Performance disclosures give investors insight…

Comment from Shareholder Rights Group on the SEC Shareholder Proposal Rule

Each of the proposed technical fixes to the rule are supportive of the interests of investors and issuers in having clarity and predictability about the rules, and would ease proponent concerns about whether limited company actions on the subject matter of a proposal, or the filing of a prior proposal with very different means or…

Biden’s SEC Removes Trump Era Restrictions on Shareholder Proposals

Keep in mind, as always, that shareholder proposals are advisory only, so even a 100 percent vote in favor can be ignored by the corporation. But it is good to see the SEC reversing the Trump-era restrictions that allowed bogus “proposals” to block legitimate ones, Biden’s SEC has been pushing to expand the ability of…

SEC Rescinds Trump-Era Rules Governing Proxy Advisors

The SEC’s release: The Securities and Exchange Commission today voted to adopt amendments to its rules governing proxy voting advice as proposed in November 2021. The final amendments aim to avoid burdens on proxy voting advice businesses that may impair the timeliness and independence of their advice. The amendments also address misperceptions about liability standards…

SEC repeals Trump-era restrictions on proxy advice companies – MarketWatch

As we hoped and expected, the SEC has rescinded the proxy advisory rules pushed through by partisan vote at the end of the Trump administration. (The complaint from the minority Commissioners about partisanship is predictable but utterly hypocritical.) We regret that the rules maintained the categorization of proxy advisory reports as solicitations but the CII…