During last week’s the SEC’s “Roundtable on Preparations for 24-Hour Trading,” panelists generally conveyed substantial confidence that the technical infrastructure for 23×5 trading will be ready by December 6th, but they noted that technical readiness is only the first chapter. The bigger question is whether overnight trading develops sufficient liquidity, execution quality, resiliency, harmonization and price stability to attract institutions and support issuers as well …
Delaware Planning to Tackle a Rule 14a-8 Void?
As we noted in this Cooley Alert, state law and governing documents would take on greater significance if the SEC was to adopt its proposal to rescind Rule 14a-8. Texas has already enacted an opt-in statutory framework addressing shareholder proposal rights more broadly. In Delaware, whether shareholders have an inherent right to bring precatory proposals remains unsettled – and indeed, it looks like that issue …
The Potential Future for Preliminary Proxies
Below is an excerpt from this excellent Cooley Alert about the SEC’s proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “Change in preliminary proxy filing requirements: The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a …
The SEC’s “Shareholder Proposal” Proposal: A Nutshell Infographic!
If you didn’t catch the awesome infographic from this excellent Cooley Alert that I blogged about on Friday, read it and weep (if you click the first link in this blog, you can see a clearer version than what can be displayed in this blog):
Rescission of Rule 14a-8 Would Redirect Activism, Not Eliminate It
Below are the “Key Takeaways” from this excellent Cooley Alert penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner: “1. Rescission of Rule 14a-8 would redirect activism, not eliminate it. Activism efforts are likely to shift toward other strategies, including director “vote no” campaigns, proxy contests, litigation, direct engagement and targeted publicity campaigns. If adopted, the proposed …
It’s Another Biggie! SEC Proposes to Rescind the Shareholder Proposal Rule
Yesterday, as noted in this press release, the SEC proposed to rescind Rule 14a-8 (at the same time as proposing to modernize the proxy solicitation process). Wow. Here’s the 228-page proposing release – and here’s the fact sheet. In that proposal, the SEC also proposed to amend Rule 14a-4(c) to provide companies with greater flexibility – and shareholders with greater control – regarding proposals for …
It’s a Biggie! The SEC Proposes to Streamline the Proxy Solicitation Process
Earlier today, as noted in this press release, the SEC proposed to modernize the proxy solicitation process (at the same time, it proposed to rescind Rule 14a-8 – which I’ll blog about tomorrow). Wow. Here’s the 152-page proposing release – and here’s the fact sheet. In the proposal, the SEC offers a number of elements of a proxy-plumbing modernization package: eliminate annual report delivery burdens, …
Glass Lewis Outlines Coming “Multi-Perspective Research” Framework
In a note to clients recently, Glass Lewis provided more detail about its shift to a multi-perspective model that it announced about a year ago. Last year, Glass Lewis announced that rather than relying principally on a single set of global voting policies, it intended to develop an approach offering clients multiple analytical perspectives reflecting different investment and governance philosophies. At the time, however, Glass …
Corp Fin Issues Three “Section 13G” CFIs Further Clarifying Shareholder Engagement Processes
Last week, Corp Fin issued three new CFIs relating to shareholder engagement and Schedule 13G eligibility as the Staff has continued to receive questions in the wake of the two CDIs issued about 18 months ago that caused some of the larger institutional investors to temporarily pause their engagement efforts and rethink their approach to engagement. These new CFIs further clarify that routine engagement …
SEC Proposes (Long Overdue) Transfer Agent Reform
Talk about overdue. The rules governing transfer agents hasn’t been substantively updated since the early ‘80s. That’s over forty years. Given that one of the larger transfer agents in the US demonstrated that its internal control environment was shaky a few years back – and that some of the newer entrants into the field aren’t that experienced – reform in this area is sorely needed. …