Kenneth Steiner 2022 provides an update on his accomplishments of the last two years and a list of shareholder proposals for the upcoming 2022 annual meeting season. Since I last posted on CorpGov.net two years ago there have been enormous gains in shareholder rights and positive results from companies at which I have submitted stockholder […]
Presentation by Phone. John Chevedden recently reminded me, “I just got the first company to have a 2022 in-person annual meeting to give me a telephone number for my telephone presentation of my rule 14a-8 proposal.” (more…)
Restore shareholder proposal rights to the pre-Trump era level. That is the objective of the complaint (pdf 2021 06 15 ICCR Complaint) filed this morning in the U.S. District Court for the District of Columbia challenging the Securities and Exchange Commission (SEC’s) recent amendments to the rule governing the filing of shareholder proposals. The revised […]
Beat the CRA Clock At the end of March, Senator Sherrod Brown (D-OH), Chairman of the Senate Banking Committee, and Congressman Michael San Nicolas (D-Guam), Vice-Chair of the House Financial Services Committee, introduced (S.J. Res. 16; H.J. Res. 36) under the Congressional Review Act (CRA) to overturn recently adopted changes to the SEC’s shareholder proposal […]
VIA EMAIL: coatesjo@sec.gov John Coates, Acting Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 April 14, 2021 Re: Guidance Needed to Issuers on the Presentation of Shareholder Proposals Dear Director Coates: I am writing to urge the Division of Corporation Finance to issue guidance to issuers […]
SEC to Protect Shareholder Rights in 2021 Shareholder rights in 2021 will strengthen if recent speculation is realized. U.S. Senate Democrats aim to undo Trump-era shareholder voting rights rule. Shareholder Rights in 2021: History As discussed elsewhere on CorpGov.net (Review: Carl Gershenson). After its founding, the SEC was largely a champion of shareholder rights, requiring companies […]
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 […]
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 […]
Proposals & shareholders are under attack by the SEC. Review finds no necessity for SEC proposed rules and a likely market cost of billions of dollars in American wealth. (more…)
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…)
Rule 14a-8 process is defended by investors representing $525 billion in assets under management. Many thanks to US SIF for coordinating this vital effort. It is good to remind the SEC that their mission is to protect investors, not to protect companies from their investors. (more…)
Final comment letter to the SEC on Shareholder Proposals, re File Number 4-725, including 11 recommendations highlighted on bold. Thanks to several readers for their excellent suggestions for improvement. See prior post: SEC Proxy Process Video 11-15-2018 (more…)
Investor Response to Chamber: Letter Representatives of hundreds of investors with trillions of dollars in assets delivered a letter to the SEC on November 9, 2017, An Investor response to U.S. Chamber’s Proposal to Revise SEC Rule 14a-8 (report). We noted with interest the November 1, 2017, guidance contained in Staff Legal Bulletin No. 14I. […]
The U.S. Chamber of Commerce Center for Capital Markets Competitiveness (CCMC) released a paper on shareholder proposal reform, which contains a “set of recommendations for the SEC on fixing the broken Rule 14a-8 system in order to protect investors and make the public company model more attractive.” See also the Chamber’s press release, U.S. Chamber Offers Recommendations to […]
Never underestimate the ability of SEC staff to parse the rules in a creative way. Staff Legal Bulletin No. 14H (CF) does not adhere completely to original intent, which staff determined was “to prevent shareholders from using Rule 14a-8 to circumvent the proxy rules governing solicitations.” However, it gets us where we need to be in defining the […]
Thanks in large part to Phil Goldstein, long-time friend and defender of the underdog, John Chevedden, James McRitchie (me), and Myra K. Young (my wife) we were able to get a third lawsuit dismissed. Like EMC and Omnicom (OMC) before, Chipotle (CMG) had sued in court, rather than seek a no-action letter from the SEC, alleging our […]
Two weeks after SEC lawyers granted six corporations approval to exclude “proxy access” proposals from their proxy materials, United States Proxy Exchange (USPX) members are already submitting an updated version of that same proposal to other corporations. Updated language addresses the flimsy pretexts for the lawyers’ decision, as well as implementing improvements to the proposal […]
Blank Rome LLP and Laurel Hill Advisory Group, LLC are hosting a complimentary webinar on Tuesday, October 18, 2011, at 12:00 pm EST to discuss how to prepare for the “private ordering” of proxy access under the amended provisions of Rule 14a-8. Full details can be found at the attached link. Numerous issues and questions […]
myCorporateResource.com is a new database of law firm alerts, as well as providing many other resources. A great site worth exploring, which I have added to our blogroll. I encourage readers to go to the original documents linked below, since there you will get the clips in full context. My intent here is to simply […]
The SEC has a reputation of enforcing regulations against two-bit players in the financial arena while tiptoeing around the big boys. Back in December, Apache Corp. (APA) announced plans to flaunt US securities laws. The Commission’s response has been three months of unbroken silence. Apache’s CEO, Stephen Farris, is somewhat of a crusader against Rule […]
For a second year, the United States Proxy Exchange (USPX) is offering shareowners one-on-one training in the intricacies of filing shareowner proposals. The instructor will be a prominent shareowner activist who has successfully filed hundreds of shareowner proposals. The training is free for USPX members, and instruction is provided entirely by phone and e-mail. To […]