Tag Archives | NYSE

Listing Standards Requested by CII

Listing standards change sought by the Council of Institutional Investors (CII). CII filed petitions with the New York Stock Exchange (NYSE) and the NASDAQ, asking both to limit listings of companies with dual-class share structures. They have taken the right approach to address a growing problem. I hope it ends a worldwide race to the bottom for listing standards. Alternatively, adoption of the suggested listing standards could reestablish that US based companies are more democratic and accountable than counterparts based elsewhere. Continue Reading →

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A Nation of Small Shareholders: Review Essay

A Nation of Small Shareholders: Marketing Wall Street after World War II (Studies in Industry and Society) by Janice M. Traflet  (link to buy) explains how an ad campaign began to transform American finance. With all the current focus on Main Street investors, A Nation of Small Shareholders could be revisited and transformed to include more Americans in a dynamic capitalism that embraces the values of American citizens. Continue Reading →

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Take Action: Last Day to Comment on NYSE Rules on Proxy Distribution Fees

The deadline for comments on this important NYSE rulemaking that must be approved by the SEC is today, March 15, 2013, so act now or forever regret not taking action.

See the rulemaking and comments already posted to SEC site.  I’m concerned that provisions meant to facilitate voting on broker platforms may lead us right back into what is essentially broker voting. See discussion of Enhanced Broker’s Internet Platform beginning on page 37.   I would much prefer a more open system as I described in my Harvard Law post, An Open Proposal for Client Directed Voting. See also proxy plumbing comments by Moxy Vote and proxy plumbing comments by VoterMedia.org. Continue Reading →

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NYSE-Sponsored “Commission on Corporate Governance” Outlines Key Governance Principles

NYSE Euronext (NYX) today released the final report of the NYSE–sponsored Commission on Corporate Governance.  The Commission on Corporate Governance, chaired by Larry W. Sonsini, Chairman of Wilson Sonsini Goodrich & Rosati, is a diverse and independent commission established in the fall of 2009 to examine core governance principles that could be widely supported by issuers, investors, directors and other market participants.

The 10 core principles outlined by the NYSE-sponsored Commission on Governance are as follows:

  • The Board’s fundamental objective should be to build long-term sustainable growth in shareholder value for the corporation;
  • Successful corporate governance depends upon successful management of the company, as management has the primary responsibility for creating a culture of performance with integrity and ethical behavior;
  • Good corporate governance should be integrated with the company’s business strategy and not viewed as simply a compliance obligation;
  • Shareholders have a responsibility and long-term economic interest to vote their shares in a reasoned and responsible manner, and should engage in a dialogue with companies thoughtful manner;
  • While legislation and agency rule-making are important to establish the basic tenets of corporate governance, corporate governance issues are generally best solved through collaboration and market-based reforms;
  • A critical component of good governance is transparency, as well governed companies should ensure that they have appropriate disclosure policies and practices and investors should also be held to appropriate levels of transparency, including disclosure of derivative or other security ownership on a timely basis;
  • The Commission supports the NYSE’s listing requirements generally providing for a majority of independent directors, but also believes that companies can have additional non-independent directors so that there is an appropriate range and mix of expertise, diversity and knowledge on the board;
  • The Commission recognizes the influence that proxy advisory firms have on the markets, and believes that it is important that such firms be held to appropriate standards of transparency and accountability;
  • The SEC should work with exchanges to ease the burden of proxy voting while encouraging greater participation by individual investors in the proxy voting process;
  • The SEC and/or the NYSE should periodically assess the impact of major governance reforms to determine if these reforms are achieving their goals, and in light of the many reforms adopted over the last decade the SEC should consider the expanded use of “pilot” programs, including the use of “sunset provisions” to help identify any implementation problems before a program is fully rolled out.
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Open eMail to NYSE Re Blank Votes

Janet Kissane, SVP & Corporate Secretary
NYSE Euronext Legal & Government Affairs

Dear Ms. Kissane:

Earlier this month the NYSE announced it intends to amend NYSE Rule 452 to prohibit members from voting uninstructed shares if the matter to be voted on relates to executive compensation, including “say-on-pay” proposals, at meetings occurring after July 21, 2010. An exception will be made for those meetings on which the NYSE has issued a “may vote” ruling prior to July 21. As you know, the driver for this amendment is Section 957 of Dodd-Frank, which also prohibits voting of uninstructed shares by member organizations in the election of directors (excluding companies registered under the Investment Company Act of 1940) and in other matters as determined by the Securities Exchange Commission (“SEC”). I would like the NYSE to recommend to the SEC that NYSE members be also be prohibited from voting all uninstructed proxy items on shares with some instruction. Continue Reading →

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Delist, Relist

Noteworthy interview with Glenn Tyranski, Senior Vice President for Financial Compliance at the New York Stock Exchange.  Mr. Tyranski is a financial expert and is responsible for the financial reviews of prospective and existing listed companies. In this interview posted at BulletProofBlog, Mr. Tyranski discusses how compliance and financial oversight affect listed companies, the process by which delisted companies can return to the NYSE, and the top issues public companies faced in 2009.

While many challenges remain for companies to return to their previous positions in the capital markets, the NYSE recognizes the value of its brand to the companies themselves and to the investing public and remains vigilant in its oversight responsibilities.

Read the full text at What’s Next: The Bulletproof Interview – Glenn Tyranski on the Compliance Challenges of Being Listed on the New York Stock Exchange, BulletProofBlog.com, 2/1/2010.

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