Tag Archives | rulemaking

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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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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CalPERS Election Rules

CalPERS Election Rules: Comments

CalPERS election rules, an obscure topic for most. Although the board of administration of CalPERS is very powerful, interest in CalPERS election rules is low. When proposed rules were discussed at a recent public meeting, I was the only one to provide any feedback. I expect that when there is a public hearing on the […]

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Reforms at ProxyVote Don’t Go Far Enough

Broadridge Financial Solutions, Inc. BR, launched a newly upgraded ProxyVote site, which improves the shareholder communication and proxy voting experience for individual shareholders. Read the press release below, then my commentary. “ProxyVote.com has long been a key technology in the corporate governance process,” said Broadridge Investor Communications Solutions President Robert Schifellite. “Since its launch more than 17 years ago, usage has grown tremendously […]

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Steris Proxy Voting Deflate-Gate

Steris Corporation’s Proxy Voting Deflate-Gate

Most companies opposing a shareholder proposal simply rely on an opposition statement, although sometimes they  solicit the votes of their largest shareowners. Steris Corporation (NYSE:STE) took it a bit further. Was it cheating? That depends on your perspective. Like a partially inflated football, a partially stuffed ballot can provide the crucial margin needed to win. Proxy Voting […]

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CII

CII Meets With SEC

I thought this recent correspondence was noteworthy. I’m so happy CII exists. I wish there were a similar organization representing the interests of retail shareowners. Most footnotes are removed and the letter is slightly edited for formatting. Original. Via Hand Delivery May 22, 2014 Keith F. Higgins Director (more…)

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SEC Reforms Economic Analysis

SEC Chairman Mary L. Schapiro testified today before the Subcommittee on TARP, Financial Services and Bailouts of Public and Private Programs Oversight and Government Reform Committee, U.S. House of Representatives.  Excerpts below: (more…)

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What SEC Rules Need Repealed?

Because today’s financial markets are dynamic and fast-moving, the regulations affecting the markets and its participants must be reviewed over time and revised as necessary so that the regulations continue to fulfill the SEC’s mission. The SEC has long had formal and informal processes in place to review its existing rules, and a considerable portion […]

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Support Rulemaking Petition on Corporate Political Spending

A group of ten very prominent corporate and securities law experts submitted a formal rulemaking petition to the SEC last week urging the Commission to develop rules requiring public companies to disclose the use of corporate resources for political activities to shareowners. Please take a few minutes to join with me writing an e-mail to the SEC in […]

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What Would Proxy Access Look Like if Done Right?

The Business Roundtable and Chamber of Commerce made their case and the Court found the SEC rulemaking on proxy access arbitrary and capricious “for having failed once again… to adequately assess the economic effects of a new rule.” The SEC rules certainly didn’t come out the way Les Greenberg and I envisioned when we petitioned […]

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SEC Proposes Whistleblower Regulations

SEC Proposes New Whistleblower Program Under Dodd-Frank Act (Press Release No. 2010-213; November 3, 2010. Section 922 of the Dodd Frank bill gives the SEC the authority to make awards to whistleblowers under regulations prescribed by the SEC of  not less than 10 percent, in total, of what has been collected of the monetary sanctions […]

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SEC Creates New Mailboxes for Dodd-Frank Rulemakings

With an agenda full of mandated studies and rulemaking related to the Dodd-Frank Act, the SEC is trying a new approach to obtaining public input: Inviting public comment on a number of topics even before they get started through a number of e-mail boxes. Staff will also “try to meet with any interested parties who […]

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Rock Center Proxy Access Forum

The Rock Center for Corporate Governance at Stanford University is hosting a panel discussion on May 6th with SEC Commissioner Troy A. Paredes and relevant constituencies to discuss the SEC’s proxy access proposal and how it will play out. A summary of the SEC proposal, highlighting the principal controversies raised by various commentators and interest groups, and prepared […]

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