Tag Archives | SEC

AFSCME Seeks Muni Bond Victims

Apparently, the SEC is going to hold a field hearing in California in late September… probably in the Bay Area. AFSCME is looking for people who lost money investing in municipal bonds (eg. Vallejo). They would like them to testify at the field hearing and can provide training on what to expect and how to be most […]

Continue Reading ·

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 […]

Continue Reading ·

CorpGov News Bites

CalPERS. A report from consultant Wilshire Associates found that activist involvement by CalPERS increased returns at many of  the 142 “Focus List” companies. Prior to the pension’s involvement, the companies’ returns averaged 83.3% below their various benchmarks; afterward they yielded returns 12.7% above the benchmarks. Although the cumulative 12.7% is not as high as past results, their corporate governance program […]

Continue Reading ·

Rejected No-Action Request Clarifies Required Ownership Evidence

As reported last week by Glyn Holton in the Investor Suffrage News, available through subscription, investors won another round with the SEC’s denial of a no-action letter to News Corp. From that News: You may recall last spring’s Apache vs. Chevedden lawsuit. It was a classic SLAPP (strategic lawsuit against public participation) suit, with Apache […]

Continue Reading ·

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 […]

Continue Reading ·

Posting Begins for Proxy Plumbing Comments

The SEC has begun posting public comments regarding their Concept Release on the U.S. Proxy System. I will probably focus my own review on Part IV, section B. “Means to Facilitate Retail Investor Participation.” I sent in a set of initial comments dated 7/16/10, which focus on the need for an An Open Proposal for […]

Continue Reading ·

SEC Concept Release on Proxy Voting + Table of Contents

On July 14, 2010, the SEC published its Concept Release on the U.S. Proxy System, aka proxy plumbing. Mark Latham, a member of the SEC Investor Advisory Committee (SECIAC) and author of VoterMedia Finance Blog created a Table of Contents with page numbers, which you can download from his blog in doc and pdf formats. […]

Continue Reading ·

Proxy Plumbing Concept Release

As expected, the SEC met this morning and unanimously approved a concept release on revamping portions of the U.S. Proxy System. There is a 90-day public comment period for this release. The SEC staff will collect comments and, if they deem it necessary, make a recommendation to the SEC commissioners for a rule change or […]

Continue Reading ·

SEC Priorities

You’re reading this because you’re interested in improving corporate governance. It’s also pretty safe to believe that you are pleased with the sections of the almost final financial regulation bill that are intended to improve proxy access for minority shareholders. I hope that this means that you are also bemused and concerned by the recent […]

Continue Reading ·

Proxy Plumbing in Three Parts

According to a post by Jeff Morgan of the National Investor Relations Institute (SEC Previews Proxy Mechanics Concept Release), tomorrow’s concept release from the SEC will consist of three parts (meeting to begin at 10 am EDT): Accuracy, transparency, and efficiency in the voting process: over-voting and under-voting, vote confirmation, voting and securities lending, proxy […]

Continue Reading ·

Preliminary No-action Lessons from 2010

DavisPolk issued a client memorandum on April 15, 2010 that just come to my attention, 2010 Proxy Season Early Trends: More Proposals, and More Exclusions. (Hat tip to Timothy Smith of Walden Asset Management). The memo notes: Last year’s Staff Legal Bulletin 14E restricted the grounds on which proposals could be excluded, which led some […]

Continue Reading ·

Proxy Plumbing Concept Release Expected Next Week

The SEC has given notice they will hold an Open Meeting on July 14, 2010 at 10:00 a.m. to consider issuing a Concept Release on proxy mechanics and soliciting public comment as to whether the Commission should consider revisions to its rules to promote greater efficiency and transparency in the U.S. proxy system and enhance […]

Continue Reading ·

SEC Adopts Pay to Play Regulations

In a unanimous vote Wednesday, the Securities and Exchange Commission adopted a regulation designed to curtail so-called “pay to play” schemes in which advisers try to curry favor with politicians by donating to their campaigns. Under the rule, if an investment adviser or certain employees of an advisory firm contribute to a politician with influence […]

Continue Reading ·

Behavioral Economics

Remarks by Dan Ariely, author of The Upside of Irrationality: The Unexpected Benefits of Defying Logic at Work and at Home, at the SEC Investor Advisory Committee (May 17, 2010, morning session) are well worth watching. Just a few cryptic observations to whet your appetite. Duration doesn’t matter as much as intensity. High pain that […]

Continue Reading ·

SEC XBRL Mandate For Dummies

Clarity Systems is issuing its book, SEC XBRL Mandate For Dummies, as a free download… at least on a temporary basis. It is designed to give you the basics about the U.S. Securities and Exchange Commission’s (SEC’s) XBRL mandate. It looks like a good resource for comparing Outsourced XBRL, Bolt-On XBRL, Integrated XBRL approaches. Hey, […]

Continue Reading ·

SEC's IAC Meeting Agenda for May 17

The Securities and Exchange Commission has posted the agenda and schedule for the Investor Advisory Committee meeting in Washington, DC for this coming Monday, May 17. Webcast should be linked from here or here. Hat tip to Committee member Mark Latham and his VoterMedia Finance Blog for the reminder. Dan Ariely, an expert on behavioral […]

Continue Reading ·

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 […]

Continue Reading ·

Ensuring Bad News Gets Above the 77th Floor

Recommended reading or listening: Diane Sanger Memorial Lecture by Nell Minow, sponsored by the SEC Historical Society and delivered on March 17, 2010. Her talk took on a wide range of topics, including: What Karl Marx, Adam Smith, Benjamin Franklin, and Andrew Carnegie had in common, Adventures with Bob Monks, The impact of Lewis Gilbert, current […]

Continue Reading ·

What Should Boards Learn From Goldman Sachs?

As most know by now, the SEC sued Goldman Sachs alleging that the bank created and sold “synthetic” collateralized debt obligations, CDOs linked to subprime mortgages without disclosing to buyers that hedge fund Paulson & Co. helped pick the underlying securities and bet against the vehicle. Goldman is strongly disputing the SEC’s allegations. Business Week […]

Continue Reading ·

"Corrected" Ballot at Altrea Tips Votes to Management

The latest development in the case of unfair ballots favoring management at Altrea is that Broadridge has now “corrected” the language on their voter information form (VIF) for the shareowner proposal to eliminate supermajority voting requirements. However, the “correction” fails to accurately portray the proposal at all, and simply places yet another hurdle in the […]

Continue Reading ·

No One Knew it Existed: The SEC's Bounty Program

Since its inception in 1989, the SEC has paid out a grand total of $159,537. Five claimants have received money from the program since 1989, with one claimant taking home the bulk, $100k. The other four split $60,000. Bounty can’t exceed 10% of the amount recovered from a civil penalty but that limitation doesn’t seem […]

Continue Reading ·

SVNACD: New Proxy Rules on Executive Compensation

What are the new SEC disclosure rules for executive compensation, especially the “risk” to the corporation of their compensation plans? How are companies dealing with these new rules — what do the early returns from this proxy season indicate? Are these new SEC requirements more of an annual risk assessment of compensation than disclosure rules […]

Continue Reading ·

USPX to File Amicus Curiae Brief in Apache vs. Chevedden

Yesterday, Judge Lee Rosenthal of the Federal District Court in Houston issued an order  (ApacheOrder) granting the United States Proxy Exchange (USPX) leave to file an amicus curiae (friend of the court) brief in Apache vs. Chevedden. The USPX had petitioned the court for leave on February 16, stating in part: Amicus curiae filings are […]

Continue Reading ·

SEC IAC Report

The following is a quick summary from Peter DeSimone, Director of Programs of the Social Investment Forum of what happened at the beginning portion of Securities and Exchange Commission’s Investor Advisory Committee (IAC) meeting today.   First, the IAC as a whole adopted a recusal policy (draft) that recognizes that each IAC member represents specific […]

Continue Reading ·

CorpGov Bites

“Bank of America persuaded the SEC to drop “proxy access” provision as they negotiated a $150 million settlement of a lawsuit tied to the takeover of Merrill Lynch & Co… The U.S. Chamber of Commerce, which represents more than 3 million companies, has said “activist shareholders” would use proxy access to hijack elections to pursue […]

Continue Reading ·

Firms Gone Dark: Another Reason to Abolish Street Name

Thanks to Jesse M. Fried for signing on to our draft petition to the SEC to abolish street name registration. (see also, Co-Filers Wanted on Petition to Eliminate Street Name Registration, 1/13/10 and Street Name Registration: An Antiquated Idea, HLS Forum on Corporate Governance and Financial Regulation, 1/30/2010) More important, Fried reminded us that moving […]

Continue Reading ·

Disclosure Enhancements May Drive Resolutions

The Corporate Library’s free new report entitled “What To Expect During Proxy Season 2010,” states, “The SEC’s new ‘Proxy Disclosure Enhancements’ will likely dominate the coming season.” The report also anticipates increased scrutiny of executive compensation practices, and new disclosure requirements for compensation consultants. Finally, the report expects that publication of proxy voting outcomes will […]

Continue Reading ·

Powered by WordPress. Designed by WooThemes