Archive | Regulation

ESG Options in DC Plans

ESG Options in DC Plans

ESG Options in DC Plans? Morningstar can help you find them. President  Trump’s Department of Labor aims to limit ESG investing in retirement plans, although even law firms recognize the need for ESG research. Fund flows and investor interest remained high according to Morningstar’s research, even amid the year’s earlier market downturn.  Insights from Morningstar discuss how the Presidential […]

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MBII Notice of Exempt Solicitation

MBII Notice of Exempt Solicitation

MBII Notice of Exempt Solicitation Marrone Bio Innovations Inc. (MBII) Shareholder Alert Voluntary submission by James McRitchie, 9295 Yorkship Ct., Elk Grove, CA 95758 Shareholder since 2016 Please vote for Proposal No. 5 before October 28th Stockholder Proposal: Phase in Simple Majority Vote The proposal’s description in the Proxy Voting Instructions Form (VIF) violates SEC Rule 14a-4(a)(3) Rule […]

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ESG Rulemaking by DOL opposed

ESG Rulemaking by DOL

ESG Rulemaking by DOL – comments are in. Several investor organizations and financial industry firms released an analysis of the more than 8,700 public comments on the Department of Labor’s (DOL) proposed rulemaking on the consideration of environmental, social and governance (ESG) considerations in ERISA-governed retirement plans. There is overwhelming opposition to the “Financial Factors […]

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2020 Spring Proxy Season Results

Spring 2020 CorpGov.net Proxy Proposal Results

Spring 2020 CorpGov.net Proxy Proposal results are in.  Once again, rules proposed by the SEC would likely cost shareholders billions of dollars because of delayed good governance practices. Since the SEC has not yet finalized their costly rulemaking, I filed the following update on their proposed Procedural Requirements and Resubmission Thresholds under Exchange Act Rule […]

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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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SEC Staff COVID-19 Guidance

SEC Staff COVID-19 Guidance

SEC Staff COVID-19 Guidance was announced, probably at least in part, driven by a Rule14a-8 Coronavirus Letter Marh 11 pdf from the ICCR, US SIF and the Shareholder Rights Group. Guidance discusses virtual meetings, updating the time, date or location of a stockholder meeting and eliminates the federal securities law requirement that such change require […]

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GPW Blowback

GPW Highlights SEC Blowback

GPW (Global Proxy Watch) discussed selected comments from investors to the SEC concerning two proposed rules in an article entitled Blowback, reproduced below with permission. GPW normally runs two pages, summarzing weekly developments on governance and stewardship from Stephen Davis and Aaron Bernstein. Blowback took almost a page. (more…)

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File No. S7-22-19 SEC Release

File No. S7-22-19: My Deadline Comments

File No. S7-22-19, SEC proposed rules based on input from entrenched corporate managers and boards, would cripple proxy advisory services. File No. S7-22-19 would not protect investors, as is the mission of the SEC. Proxy advisors survey their customers each year asking them how they stand on various issues. Then they research thousands of proxies on […]

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SEC Release S7-23-19 Comments Due Today

SEC Release Comments Due Today

SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]

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Defending Retail Shareholder Advocates

Defending Retail Shareholder Advocates

Defending Retail Shareholder Advocates: Another Day – Another Comment Letter to the SEC Help protect shareholder rights. See SEC Rulemaking Comment Tips. Read any good comment letters on SEC File No. S7-22-19 or S7-22-19? Please let me know in comment form below or by email. Defending retail shareholder advocates will require lot more than the […]

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File No. S7-23-19: By the Numbers - Source ISS

File No. S7-23-19 by the Questions

File No. S7-23-19 would set draconian requirements to submit and to resubmit shareholder proposals based on the desire of entrenched managements and boards to thwart accountability and to create democratic-free zones around corporate governance.

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Sock Puppets for Proxy Advisory Rule

Sock Puppets for Proxy Advisory Rule

Sock puppets are trying to generate another round of astro-turf comment letters to the SEC. Proxy advisors do NOT file shareholder proposals. Your money is NOT being stolen to pay for abortions. Shareholder proposals are nonbinding and do NOT give money to anyone. This YouTube video is full of lies made up by fake organizations […]

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SEC Rulemaking Comment Tips

SEC Rulemaking Comment Tips

SEC Rulemaking Comment Tips: Action Needed SEC rulemaking comment tips repeated here are primarily based on advice from the Council of Institutional Investors. However, I am also including tips from the Sustainable, Responsible and Impact Investing, conference I attended in Colorado Springs in November. (Search #SRI30 for other Conference tidbits at CorpGov.net and on Twitter.) […]

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Millennial Socialists

Millennial Socialists Bolstered by SEC

Millennial socialists have not been overtly embraced by the SEC, but the Commission’s recent proposals to disempower proxy advisors and shareholders below the level of multi-millionaire’s plays into the hands of those advocating a socialist economy. The Commission’s proposed rules would further concentrate the power of corporate elites and reduce their accountability to “Main Street” […]

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The Costs and Benefits of Shareholder Democracy

The Costs and Benefits of Shareholder Democracy

The Costs and Benefits of Shareholder Democracy (download from SSRN) by Nickolay Gantchev and Mariassunta Giannetti was referenced several times in the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free. The research was also referenced by two SEC Commissioners at the meeting when the proposal was initially voted […]

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Extension-Sought-on-SEC-Rulemaking-Comment-Period

Extension Sought on SEC Comment Period

Extension sought by Josh Zinner of ICCR for SEC comment period on potentially explosive rulemakings of critical importance to all shareholders. Shareholders would do well to follow his lead by joining him in requesting a 120 day comment period for these complex rules. (more…)

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Constructive Engagement - USSIFESGshareholderproposals 2016-2018

Constructive Engagement

Constructive engagement is, supposedly, the primary reason for the SEC’s proposed new rules. As Chairman Clayton noted, Today’s proposed amendments follow from the staff’s extensive experience with shareholder proposals and recognize the significant changes that have taken place in our markets in the decades since these regulatory requirements were last revised, including, in particular, the […]

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Modernization of Shareholder Proposal Rules - Trust Us

Modernization of Shareholder Proposal Rules

Modernization of Shareholder Proposal Rules Protect Entrenched Boards The SEC’s so-called modernization of shareholder proposal rules would significantly reduce the spread of long-term focus and best practices generated by proposals submitted by “gadflies” like myself to make corporations more democratic. Chairman Clayton seems to believe we file unpopular costly proposals. (more…)

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SEC Proposal to Improve Proxy Voting

SEC Proposal to Improve Proxy Voting Advice

SEC Proposal to Improve Proxy Voting to Have Opposite Effect SEC proposal to improve proxy voting advice would raise the cost of proxy voting analysis, reduce the number of customers and ultimately reduce shareholders ability to hold public companies accountable. If enacted, control of capital will be further removed from Main Street investors [Mr. and […]

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Real-Time Proxy Voting Disclosure - Image from Pensions & Investments

Real-Time Proxy Voting Disclosure Will Drive Competition

Real-time proxy voting disclosure by big funds could drive competition for investments from individual investors and smaller institutional investors with few resources for proxy analysis. Such disclosures would also go a long way in solving problems raised by Delaware Supreme Court Chief Justice Leo E. Strine, Lucian Bebchuk, and the Main Street Investors Coalition regarding potential […]

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Big Three Index Funds - Bebchuk and Hirst

Big Three Index Funds: Bebchuk, Hirst and More

Lucian Bebchuk has given more thought to the issues surrounding the Big Three Index Funds than other researchers. He and Scott Hirst recently provide a “comprehensive theoretical, empirical, and policy analysis of index fund stewardship.” Reference also Strine: Big 4 Responsible to “Forced Capitalists,” as well as The Untenable Case for Keeping Investors in the Dark by […]

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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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Frozen Charters

Frozen Charters: Major CorpGov Issue

Thanks to Scott Hirst‘s articles and papers on the subject, I can borrow his catchy label for one of biggest current problems in corporate governance. Frozen charters are supermajority provisions that are impossible to repeal. He appears to attribute that to the 2012 change by the New York Stock Exchange (NYSE), which changed its policies […]

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SEC Video Proxy Process

SEC Proxy Process Video 11-15-2018

SEC Proxy Process Video: November 15, 2018 In the interest of documenting important events in corporate governance, I am here bookmarking the SEC Proxy Process Video from November 15, 2018, for future reference. Read transcript by downloading the following pdf: SEC TranscriptShareholderProposalsRoundtable. (full day) SEC Proxy Process Video (Click to View) (more…)

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ESG assets Trend up

ESG Assets Surging but at Risk

US SIF study documents environmental, social, and governance — ESG assets — under management surging. ESG assets now account for one in every four investment dollars. Demand for ESG asset focus is coming from real people. In contrast, the Main Street Investors Coalition [funded by the National Association of Manufacturing (NAM)], insists on “maximizing performance ahead of […]

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gender quotas in-california-boardrooms-could-pave-the-way-for-diversity

Gender Quotas in California Boardrooms May Pave Way for Diversity

By August 31, 2018, California could become the first state in the nation with gender quotas to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors […]

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