Archive | SEC no-action letters

Skadden Scheme exposed by Phil Goldstein

Skadden Scheme Exposed by Phil Goldstein

Skadden Scheme to Kill Shareholder Rights Skadden scheme exposed by Phil Goldstein, of Bulldog Investors, threatens to kill shareholder rights. While we were fighting COVID-19 and new rules proposed by the SEC to eviscerate shareholder rights Skadden, Arps, Slate, Meagher & Flom LLP has been plotting to effectively do away with the right of shareholders […]

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Rescind No-Action Policy

Rescind No-Action Policy

Investors ask SEC to rescind no-action policy recently announced. Additional resources and commentary regarding the new SEC No-Action Policy are included below the letter. Click for PDF. (more…)

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Verbal No-Action Decisions - SEC Lost Its Head

Verbal No-Action Decisions Questioned

Verbal No-Action Decisions Slammed by Shareholder Rights Group Verbal no-action decisions by the SEC threaten the integrity of corporate governance. On September 6, the Securities and Exchange Commission issued a new policy providing for verbal no-action decisions that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. […]

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Do the opposite

Do the Opposite: Franklin Resources Plays George

Do the Opposite was funny in the sitcom Seinfeld but not so funny when Franklin Resources does the opposite of shareholder proposals. In fact, doing the opposite threatens the existence of even the facade of democratic corporate governance, alive since 1947 with the legal right of shareholders to file and vote on proposals. (more…)

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Chevedden Group

Chevedden Group Proxy Proposals

For years, the “Chevedden group” (Chevedden, McRitchie/Young and Steiner) has focused almost exclusively on governance proposals. More democratic corporations are likely to listen to their shareholders on other issues as well.  Democracies facilitate voice and the exchange of ideas. Fighting for environmental and social issues, while extremely important, felt like addressing symptoms, rather than root […]

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Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2018 Proxy Advice Update

Glass Lewis 2019 proxy advice updates address many issues. See 2019 Proxy Paper Guidelines: An Overview of the Glass Lewis Approach to Proxy Advice. I have reproduced much of the summary of changes below, leaving off the section discussing clarifying amendments. One that stands out for our small group of so-called ‘gadflies’ addresses our concern […]

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LGBT Rights

SEC Jeopardizes Shareholders’ Fight for LGBT

LGBT rights are under fire at the SEC. Despite gains in the push for equality, lesbian, gay, bisexual, and transgender (LGBT) individuals still face significant discrimination and harassment in the workplace.  A 2017 survey by the Center for American Progress found that 25% of LGBT respondents reported experiencing discrimination because of their sexual orientation or gender identity […]

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Transparent Political Spending Favored

Transparent Political Spending: Ford Lost No-Action

The Ford Motor Company ($F) challenged my resolution on Transparent Political Spending and lost. I created a new posting category, “SEC no-action letters.” Posts under this category will include what I believe are precedent setting decisions. By including them on CorpGov.net I will be creating a searchable database going forward of significant decisions for ready […]

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AES logo

AES “Games” SEC: CII Seeks Correction

CII sent an important letter to the SEC on a recent no-action issued to the AES Corporation (AES) (not yet posted). A similar no-action had been granted in 2016 to Illumina (ILMN) on a proposal I (James McRitchie) had submitted. ISS referenced both. From the facts regarding AES, it appears John Chevedden submitted a proposal […]

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Seal of SEC Rule 14a-8(i)(9)

Rule 14a-8(i)(9) Suspended: SEC Withdraws No-Action

The SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Shareowners at Whole Foods Market and at many other companies have scored a huge victory. Last Friday the SEC issued the following: Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals Chair Mary Jo White Jan. 16, 2015 The […]

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