I’ve blogged a few times about how the SEC Chairman Paul Atkins has delivered a speech in which he stated that one of his top priorities is to make being a public company an attractive proposition, with eliminating precatory shareholder proposals being one of the goals. In the speech, Chairman Atkins indicated that there’s no firm basis under Delaware law for a shareholder right to …
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The Nuts & Bolts of Settling with SEC’s Enforcement While Simultaneously Obtaining a Waiver
Here’s something from Cooley’s Tejal Shah who just left the SEC’s Enforcement Division to join the firm: “Recently, SEC Chairman Paul Atkins issued this statement in an effort to restore the SEC Enforcement Division’s prior practice of permitting a settling entity to request that the Commission simultaneously consider a potential defendant’s offer of settlement that addresses both an underlying enforcement action and any related request …
Florida City Pension Fund Sues ExxonMobil Over Retail Voting Program
Recently, I blogged about a Cooley Alert detailing some opposition to retail voting programs patterned after the one pioneered by ExxonMobil, including noting how some aspects of the campaign against these voting programs are misleading. Now the City of Hollywood Police Officers’ Retirement System has filed a proposed class action in U.S. District Court of New Jersey on behalf of ExxonMobil shareholders against the company …
Glass Lewis Moving (Gradually) to Bespoke Policies Rather Than Benchmark
Recently, Glass Lewis announced it’s looking to change its business model in a big way by moving to bespoke policies for its investor clients rather than a uniform benchmark policy. It expects to make this move over the course of the next two years, eventually offering clients four different perspectives rather than a ‘house’ benchmark view. Glass Lewis says it can do this due to …
How Do You Know Which Issues to Engage On?
The initial obvious answer is to engage on issues that the investors you’re meeting want to talk about. That’s the primary purpose of engagement – to find out what investors want to know and give them that information. But you should be proactive if you know there are issues that you should be engaging on. Don’t let it always be shareholder driven. Obviously, if you …
The Misleading Campaign Against Retail Voting Programs
Following up on the ExxonMobil retail voting program that recently received Corp Fin no-action relief – that I blogged about a few weeks ago – here’s an excerpt from this Cooley Alert penned by Brad Goldberg and Michael Mencher: “Contrary to the allegations of the retail voting program’s detractors, the SEC’s no-action response provides clear guardrails to ensure that retail voting programs do not undermine …
How the SEC’s Shutdown is Impacting EDGAR Next
Recently, I blogged about “What the SEC’s Shutdown Means for You.” I didn’t address how the shutdown impacts the onboarding of EDGAR Next – but now that the shutdown has dragged on for two weeks, we can report on some personal experiences here at Cooley. The SEC’s shutdown plan on pages 12-13 notes that “The Commission’s EDGAR system is operated pursuant to a contract and …
SEC Chair Suggests Path to Eliminating Most Shareholder Proposals
Following up on my blog from Friday about the bombshell speech delivered by SEC Chair Paul Atkins about shareholder proposals, here’s an excerpt from this Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher and Liz Dunshee: “If submitting a precatory proposal is not a right shareholders have under Delaware law, then, according to Chairman Atkins, such proposals should be excludable under …
SEC Chair Atkins Speech Could Spell Death Knell for Non-Binding Shareholder Proposals
In a bombshell speech last night, SEC Chair Paul Atkins stated that one of his top priorities is to make being a public company an attractive proposition – and he noted that these are the three primary obstacles: His speech then focused on how the SEC might be able to help overcome the last two of these obstacles. On securities litigation reform, Chair Atkins took …
Corp Fin Updates Its Shutdown FAQs
Corp Fin just posted an updated list of its shutdown FAQs, reducing the number of FAQs from 22 to 17 – and making other tweaks as noted in this redlined version of the FAQs. Note that the now-deleted FAQs related to actions to be taken before a shutdown and thus are not applicable (and thus are not marked). For those companies trying to do a …