SEC Jay Clayton on forced arbitration clauses in IPOs

In a comprehensive letter to Congresswoman Carolyn Maloney (D-NY) obtained by Yahoo Finance, SEC Chair Jay Clayton gave shareholder advocates causes for both relief and concern about whether the agency will make it harder for investors to sue public companies. Clayton clarified how the agency would handle whether corporations would be allowed to IPO with…

SEC should follow the Labor Department’s fiduciary standard – MarketWatch

[F]or [SEC Chairman Jay] Clayton to truly fight for savers and uphold the principles from his speech, he should build upon last year’s Department of Labor fiduciary rule, rather than undermine it and start from scratch….Building from DOL’s rule should be music to Clayton’s ears under his sixth and seventh principles: “effective rulemaking does not…

Shareholder Proposal Reform Rebutted – Corporate Governance

We strongly recommend James McRitchie’s point-by-point rebuttal to the Chamber of Commerce’s “fake news” plea to “protect” corporate executives from non-binding shareholder proposals. It is well worth reading in its entirety, but we particularly note his response to the Chamber’s claim that “social” proposals are not relevant and have no merit. That is a matter…

Rising Angst Among Defenders of Overpaid CEOs – Inequality.org

Getting rid of the new pay ratio disclosure requirement scheduled to take effect next proxy season may be harder than the Trump administration thought.  I was particularly heartened by this article’s reporting on the number of comments in favor of the proposal (and how that avalanche of comments makes it harder to rescind the rule)….

Another Shareholder Proposal? McDonald’s Deserves a Break Today – WSJ

Sigh.  Another whine about those pesky shareholders from those who insist they are the ultimate capitalists.  James R. Copland of the Manhattan Institute, which is funded by right-wing foundations (whose names should be disclosed in published material like this column), writes in the Wall Street Journal that poor McDonald’s should not have to bear the…

WSJ CFO Network, Washington 2017

The Wall Street Journal’s CFO Network gathering is always engaging and informative. This year VEA Vice Chair Nell Minow attended to appear at breakout sessions on board effectiveness and shareholder activism, and reported back on what she learned: The speakers included Senators John McCain on national security (he said his biggest fears are North Korea…

SEC Faces Obstacles to Rolling Back Dodd-Frank Rules – WSJ

Litigation could stymie efforts by the Securities and Exchange Commission to comply with sweeping executive orders intended to roll back financial regulations.President Donald Trump on Friday took the first step in expunging the 2010 Dodd-Frank financial overhaul act, which he said hinders business and economic growth.Mr. Trump signed an executive action requiring the U.S. Treasury…

The Business Roundtable’s Proposal to Silence Shareholders

The Business Roundtable, once again proving that they only like capitalism when the providers of capital are silent and powerless, has released a proposal to “improve” the shareholder proposal process. They say this is necessary because the current shareholder proposal process is dominated by a limited number of individuals who file common proposals across a wide…

The Problem With Roger Lowenstein

Fund manager Roger Lowenstein demonstrates a breathtaking ignorance of government checks and balances in an op-ed for the New York Times, suggesting that Senator Elizabeth Warren does not have the right to ask President Obama to remove Mary Jo White as Chair of the SEC. He sneers: Last time I checked, the S.E.C. was a…

SEC Unveils Executive Pay Ratio Guidelines – WSJ

The controversial “pay ratio” rule has finally been approved, requiring companies to disclose the ratio between the pay for the top executives and the median employee. Company executives have argued that this number is hard to calculate and misleading. Investor groups have responded that if the company knows how many employees it has and how…

To Disclose or Not to Disclose? Wells Fargo Woes Shine Light on a Knotty Problem – WSJ

Wells Fargo didn’t disclose anything publicly about its “cross-selling” abuses or looming settlement with regulators before the pact was announced Sept. 8—including in its second-quarter Securities and Exchange Commission filing weeks earlier, on Aug. 3. Three Democratic senators who grilled the bank’s chief executive last week now have asked the SEC to investigate whether Wells Fargo…