Tag Archives | no-action letters

William Hinman, Director of SEC's Division of Corporation Finance

CII: William Hinmam Interviewed

Keynote Interview: William Hinman of the SEC William Hinman, Director of the SEC’s Division of Corporation Finance, was interviewed by CII Co-Chair Gregory Smith, Executive Director, Colorado Public Employees Retirement Association at #CIIFall2017, I scribbled a few notes. As you can well imagine for someone speaking from such a sensitive position, there were no bombshell announcements. However, it […]

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Deal Professor Envisions Corporate Gadfly

Gadfly Proposals Reduce Value?

Gadfly proposal on your corporate proxy? One implicit conclusion from a recent academic study is that you should short the company as soon as the SEC disapproves the company’s no-action request, since a proposal from a gadfly is likely to reduce the company’s value. Even though their intent is primarily to show why managers generally oppose […]

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Foiled Without Binding Proxy Access Proposals

Foiled Without Binding Proxy Access Proposals

There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the […]

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Substantial Implementation

Substantial Implementation: Proxy Access Lite

Substantial implementation, that’s what SEC staff deemed proxy access ‘lite’ last week. Investor rights were eroded again as staff granted a number of no-action letters on February 12th to companies based on “substantial implementation” of proxy access. At its founding, the SEC was largely a champion of shareholder rights. The SEC required companies to include proposals […]

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2013 Proxy Season Review

Steven Hall Partners published a list of all the failed “say on pay” votes this season to date. 56 companies  failed with an average 60% ‘Against’ vote. Two additional company received less than 50% ‘For’ but considered the vote a win because ‘For’ votes outnumbered ‘Against’ votes due to abstentions. I say they’re crazy. They failed. […]

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