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The Impending Government Shutdown: This One is Different?

There have been so many ‘impending’ government shutdowns that get resolved at the last minute that I have become immune to the threats when they are just around the corner. This one feels different to me in a variety of ways (see this ABC News article for gloss). A shutdown would start next Wednesday if Congress doesn’t pass a funding bill before then. If a …

Corp Fin’s New CDI on Filer Determination Status (Good News for Non-Accelerated Filers)

A few weeks ago, Corp Fin issued a new CDI that didn’t get a lot of attention because the SEC didn’t push out an email alert about it like it normally does. The upshot of the CDI is that a non-accelerated filer can now continue to be a non-accelerated filer for the fiscal year immediately following loss of “smaller reporting company” status, on the basis …

A First Look! ExxonMobil Files Initial Solicitation Materials for Retail ‘Opt In’ Voting Program

Hat tip to Cooley’s Vince Flynn for a heads up about these solicitation materials recently filed by ExxonMobil with the SEC related to its retail voting program that I blogged about last week. The program provides beneficial owners and registered holders the opportunity to ‘opt in’ to provide standing instructions to cast their shareholder meeting votes so that they are aligned with the company’s board …

The Responses to the ISS Policy Survey Are Here

Here’s a rundown of the dozen topics noted in this 40-page summary of responses from the recent ISS policy survey. It’s expected that ISS will drop policy updates in November:  1. Multiclass capital structures (all countries): Investors largely agree (71%) that non-common shares with superior voting rights should be treated similarly to common shares with multiple votes. Non-investors mostly disagree (62%). 2. Burden of proof …

SEC Reverses Policy to Be Neutral on Mandatory Arbitration Bylaws

At an Open Commission Meeting last week, the SEC approved a 20-page policy statement reversing a longstanding policy that the Staff wouldn’t accelerate the effectiveness of a registration statement if the company’s bylaws had a provision mandating arbitration. The SEC also made a related change to Rule 431(e) of the Rules of Practice so that the delegated authority for the Staff to declare registration statements …

Corp Fin Blesses ‘Opt-In’ Standing Voting Instruction Program for Retail Holders

Recently, Corp Fin’s Office of Mergers & Acquisitions issued this notable no-action relief to ExxonMobil to enable retail holders of the company to provide standing instructions to have their votes cast at annual shareholder meetings in support of the board’s recommendations. Here’s a WSJ article about the program. This type of program might be attractive to those companies that have large numbers of retail holders …

SEC Chair Atkins Urges IFRS Foundation to Forego ISSB Support

Recently, SEC Chair Paul Atkins delivered this wide-ranging speech that included a warning that the SEC may reconsider its rules allowing foreign companies to file financials using IFRS due to the IFRS Foundation’s formation and backing of the International Sustainability Standards Board (ISSB). Chair Atkins also noted “significant concerns” with the EU’s new sustainability reporting and due diligence regulations, including the CSRD and CSDDD, citing …

SEC Likely to Adopt Policy No Longer Prohibiting Mandatory Arbitration Bylaws

The SEC has calendared an Open Commission Meeting for this Wednesday during which it will consider whether to issue a policy statement addressing the presence of a provision requiring arbitration of investor claims arising under the Federal securities laws and its impact on decisions whether to accelerate the effectiveness of a registration statement. If the SEC does adopt such a policy, it would reverse a …