Kingsdale Advisors on the SEC Proxy Proposals

Amy Freedman, Michael Fein, and Ian Robertson, of Kingsdale Advisors write: Anecdotally, at Kingsdale, we know, from our conversations with shareholders and from witnessing the expansion of in-house governance teams, that shareholders are taking back the decision-making process (to the extent it ever really left) as governance is increasingly seen not only as a risk…

Commissioner Lee: Statement on Shareholder Rights

Commissioner Allison Herrren Lee expressed her objections to the Republican Commissioners’ proposed rule on proxy proposals and proxy advisors, starting with the core point that no one has documents any kind of actual problem. There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise…

Commissioner Jackson: Statement on Proposals to Restrict Shareholder Voting

On November 5, the SEC issued its proposed rules on shareholder proposals and proxy advisors and they are atrocious, violating every possible procedural and substantive requirement for administrative rule making. We will be commenting, urging others to comment, and covering the proceedings in detail. First, the statement objecting to the proposal from Commissioner Robert Jackson:…

ISS Files Suit Against the SEC Re New Proxy Rules

The SEC is expected to reveal new proposed proxy rules next Tuesday, but ISS did not wait for their formal announcement. They have filed a lawsuit against the SEC. ISS claims that the upcoming rulemaking is invalid. An excerpt from the complaint: First, the Release exceeds the SEC’s statutory authority under Section 14(a) of the…

ANALYSIS: SEC Corp Fin Staff Tackles “Ordinary Business” Again

Bloomberg’s Peter Rasmussen analyzes a revision of the “ordinary business” exemption for excluding shareholder proposals. He suggests that board members should review management’s assessment that particular proposals should be excluded. The SEC’s Division of Corporation Finance staff has issued 22 legal bulletins since July 2001. Of those 22, 12 have dealt with shareholder proposals. 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…

Investor Letter to the SEC on 14a-8: Shareholder Proposals

ValueEdge Advisors is proud to be a signer of this letter to the SEC about the importance of preserving an accessible and meaningful shareholder proposal rule. The SEC’s job is to protect investors and maintain well-functioning markets. Thus, we urge the SEC to protect the market mechanism tools available for shareholders to ensure that companies…

SEC to Give Oral No-Action Letters

The SEC has announced that it will not put all of its rulings on shareholder proposals in writing. Some rulings will be oral only. Needless to say, since the Code of Hammurabi in ancient Mesopotamia, the idea has been that it is a good thing to have the rules in writing so that everyone knows…

SEC Investor Advisory Committee Recommendations on Proxy Plumbing

The SEC’s Investor Advisory Committee, established under Section 911 of Dodd-Frank (membership listed below), has submitted recommendations on improving the byzantine and jury-rigged proxy plumbing system. Their summary:  The SEC should require end-to-end vote confirmations to end-users of the proxy system, potentially commencing with a pilot involving the largest companies;  The SEC should…