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 […]
2019 CalPERS CalSTRS Diversity Forum lived up to its billing as a unique opportunity to engage with industry leaders and experts on diversity and inclusion topics such as: The “Why” and “How” of driving diversity and inclusion Building and sustaining a positive corporate culture Human Capital Management metrics and their value to investors In the following […]
The following is a letter I sent to the SEC-IAC regarding their upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. These recommendations overlap with my comments at the SEC Proxy Process Roundtable and re File Number 4-725. Some of the recommendations are slightly tangential to the Upcoming 12/13 Discussion Regarding Disclosures on ESG Topics. However, my hope is […]
The Securities and Exchange Commission today announced the agenda for the September 13th meeting of its Investor Advisory Committee (SEC-IAC). The meeting will begin at 9:00 a.m. in the Multipurpose Room at SEC headquarters at 100 F Street, NE, Washington, D.C., and is open to the public. The meeting will be webcast live and archived on the committee’s website for later […]
President Obama selected Democrat Lisa Fairfax and Republican Hester Peirce to serve on the SEC. Fairfax, a law professor at George Washington University, surfaced after liberal groups pressured the White House not to hire a corporate lawyer who had previously worked to represent Wall Street. She has been active in promoting diversity on corporate boards, serving […]
Still having difficulty trying to figure out what to do with my proxy access proposal, Whole Foods Market today announced they will delay their annual meeting. They filed an 8-K with the SEC, which includes the following: (more…)
On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware non-stock corporation’s bylaws are not per se invalid. (more…)
The Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee (SEC-IAC) established pursuant to Section 911 of the Dodd-Frank Act issued a report on Impartiality in the Disclosure of Preliminary Voting Results. The recommendations will be discussed at a meeting on October 9, 2014. When: Thursday, October 9, 10:00 am – 4:00 pm Who: Investor […]
The Securities and Exchange Commission is seeking comment on a recommendation by its Investor Advisory Committee (IAC) regarding disclosure by target date mutual funds. Additionally, the IAC has announced an agenda for their next meeting on April 10th beginning at 10:00 a.m. (EST), which includes remarks from Commissioners, the new Investor Advocate and a recommendation from […]
The Dodd-Frank act created a new permanent Investor Advisory Committee (SEC-IAC) to consult with and advise the SEC on matters, such as making recommendations to Congress for legislative changes on the regulation of securities products, trading strategies and fee structures, the effectiveness of disclosures, and other investor protection initiatives. The IAC is comprised of the […]
The Securities and Exchange Commission Investor Advisory Committee (SEC-IAC), established pursuant to Section 911 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, will hold a public meeting on Friday, January 31, 2014, in Multi-Purpose Room LL-006 at SEC headquarters, 100 F Street, NE, Washington, DC 20549. The meeting will begin at […]
The Council of Institutional Investors (CII) filed a rulemaking petition with the Securities and Exchange Commission (SEC) asking that it amend its rules for contested elections so that “shareholders can vote for any combination of management and dissident nominees they wish to represent them.” I hope readers will join with me in sending e-mails in support of […]
Is SEC Rule 14a-8(i)(9) fair? Should the SEC amend the rule? What’s your opinion? I think the rule is problematic and needs changing. In this post I explain why, using my proposal at Disney (DIS) to allow shareowners to call a special meeting as an example. Here’s the text of the SEC rule: (more…)
Years ago, the DC Court’s decision to vacate the SEC’s Rule 14a-11 had me thinking of possible approaches under Rule 14a-8 but also working around the whole access issue. With regard to short slates, I wavered between “field agents” attending annual meetings with “proxy assignments” to allow more wide-spread vote splitting to consideration of amendments […]
Citizens DisUnited: Passive Investors, Drone CEOs, and the Corporate Capture of the American Dream both delights and informs as only Robert A.G. Monks can. No one else writes so well about topics like “How CEOs and the Business Roundtable Hijacked the World’s Greatest Wealth Machine” and those in the current volume because no one else has been as engaged […]
I found another case of corporate elections where ballot measures failed to be identified “clearly and impartially.” This time at Oshkosh ($OSK). Should we be surprised? Isn’t it time you took a minute out of your day to send a message to the SEC asking for an end to such abuses? Broadridge claims: When it comes to […]