SEC Resets the Shareholder Proposal Process

Sanford Lewis of the Shareholder Rights Group, has an excellent article on the SEC’s new guidance broadening the scope of (advisory) shareholder proposals, with a detailed history to provide context. His conclusion: Ultimately, the ability of a shareholder proposal to produce beneficial change at a corporation is grounded in a fundamental test—whether shareholders vote in…

Great News! William Birdthistle Becomes SEC Director of Division of Investment Management

We are delighted to hear that Professor William Birdthistle of the Chicago-Kent College of Law has been appointed to be Director of the SEC’s Division of Investment Management. The Division oversees regulatory policy for investment advisers and investment companies, including mutual funds and other investment products and services relied upon by retail investors. Professor Birdthistle…

VEA Vice Chair Nell Minow Comments on SEC’s Proposed Proxy Advisor Rule

VEA Vice Chair Nell Minow has submitted a comment to the SEC on its proposed rule about proxy advisory firms. The comment is attached in full below. Some excerpts: My most important point: There is no justification for any regulation of proxy advisors beyond the rules already in place. The claims by issuers (and their fake,…

SEC’s New Restrictions on Insider Stock Transactions and Buybacks

The issue of stock trades by corporate executives, including buybacks, which can be timed around information only known to insiders, has been an issue for investors, and we are pleased to see the SEC move to tighten restrictions. The SEC’s proposed rule would require corporate directors or officers to wait 120 days before trading after…

Sock Puppet Ike Brannon Continues to Lie About Proxy Advisors

 As we have noted before, Ike Brannon likes to lie about proxy advisors while omitting any reference to his affiliation with the CEO-funded dark money efforts to limit investor access to the sole source of independent research on proxy issues. Note that his comments appear in the unedited commentary section of Forbes, barely above Qnon…

SEC.gov | SEC Proposes Rule Amendments to Proxy Rules Governing Proxy Voting Advice

The Securities and Exchange Commission today voted to propose amendments to its rules governing proxy voting advice.  The proposed amendments aim to address concerns expressed by investors and others that the current rules may impede and impair the timeliness and independence of proxy voting advice and subject proxy voting advice businesses to undue litigation risks…

SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

The Securities and Exchange Commission today voted to adopt final rules requiring parties in a contested election to use universal proxy cards that include all director nominees presented for election at a shareholder meeting. The rule changes will give shareholders the ability to vote by proxy for their preferred combination of board candidates, similar to…

SEC Rescinds Trump-era Policy, Eases Path for Shareholder Proposals on Environmental, Social Issues – WSJ

The Securities and Exchange Commission reversed a Trump-era policy and acted Wednesday to streamline the process for shareholders to propose resolutions on environmental or social issues during the coming proxy season. The SEC rescinded guidance that since 2017 helped company managers to exclude some shareholder proposals from their annual proxy statements. The change reflects the…

NAM Sues SEC Over Suspension of Proxy Advisory Firm Rule

The NAM is filing suit against the SEC for refusing to enforce the rule without going through the official process to change or replace it, as required under the Administrative Procedure Act. Agencies cannot set aside regulations they happen to disagree with, and the NAM is contending that the SEC has acted unlawfully by effectively…

SEC.gov | Sample Letter to Companies Regarding Climate Change Disclosures

The Commission has stated that a number of its disclosure rules may require disclosure related to climate change.[2]  For example and depending on the particular facts and circumstances, information related to climate change-related risks and opportunities may be required in disclosures related to a company’s description of business, legal proceedings, risk factors, and management’s discussion…