Regulation Archive

Jan 24, 2020
Industry gets first insight into SEC’s 14a-8 no-action shift
Governance professionals at companies, law firms and investors are beginning to find out how the SEC will apply its revised approach to handling companies’ requests to exclude shareholder proposals from their AGMs – specifically, where the agency declines to give a written explanation of its decision. The division of corporation finance’s staff on September 6 issued a ...
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Jan 08, 2020
US regulatory environment has ‘shifted dramatically’ on ESG, say legal experts
As the SEC considers how issuers should report on certain material ESG issues and the House of Representatives waits to discuss a proposed ESG reporting bill, a leading corporate governance lawyer says the regulatory environment has ‘shifted dramatically’ on ESG. Speaking to IR Magazine and online sister publication Corporate Secretary at the ESG Integration Forum last month, Gillian Emmett Moldowan, partner at Shearman & Sterling, cited the SEC’s...
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Dec 03, 2019
Zevin Asset Management criticizes shareholder proposal reform plan
Zevin Asset Management has complained to the SEC about its plans to raise thresholds for submitting shareholder proposals, while other institutional investors are calling for more time to study the proposal. The Boston-based firm, which integrates ESG issues into its financial analysis, ‘strongly oppose[s]’ the agency’s proposal, arguing that it would ‘severely limit the rights of ...
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Dec 02, 2019
IR Magazine Winter 2019
A light in the dark I recently spoke to Jim Toes, CEO of the Security Traders Association, about how the unprecedented number of issuer letters sent to the SEC about the access-fee pilot last year could be a sign that IR teams are getting more up to speed on market structure issues. He cited the increase in trading activity on dark pools as another issue IR teams need to be aware of. ‘Understanding where your stock is traded, why and b...
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Nov 26, 2019
Stepping out of the dark: The rise of dark pools
The term dark pool – used to describe trading venues that provide alternatives to ‘lit’ national exchanges such as Nasdaq and the NYSE – suggests something shadowy and menacing. And yet in the US alone there are more than 40 SEC-approved alternative trading systems (the formal name for dark pools), and industry observers predict that a significant share of off-exchange trading occurs in these venues. Critics have suggested that dark pools lack the transparen...
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Nov 22, 2019
How will the Shareholder Rights Directive II change investor relations?
With everything going on in the capital markets right now – from trade wars to recessionary fears – you could be forgiven for overlooking the Shareholder Rights Directive (SRD) II, Europe’s latest tweak to its financial regulations. Even so, it remains surprising that when Hermes Investment Management surveyed institutional investors about the revised directive last year, a whopping ...
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Nov 08, 2019
SEC proposal highlights differences on shareholder proposals
The SEC on Tuesday voted to propose amendments to Rule 14a-8, which governs the process for determining which shareholder proposals wind up in a company’s proxy statement, in a move highlighting the differing views companies and investors have on the process. At present, a proponent must hold at least $2,000 or 1 percent of a company’s shares for at least one year to be eligible to submit a prop...
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Oct 30, 2019
CalPERS raises materiality concerns over SEC disclosure reforms
CalPERS is concerned about how companies would treat materiality in their regulatory disclosures under SEC plans to modernize corporate reporting. CEO Marcie Frost writes in a recent letter to the commission that, although the pension fund supports the proposal’s goals, the planned changes would ‘fall short’ of improving disclosures for investors and would require companies to go thr...
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Oct 17, 2019
CII ramps up pursuit of dual-class sunsets
The Council of Institutional Investors (CII) has asked the SEC to seek authority enabling the commission to, in effect, require companies to limit the length of time company founders can exert outsize control over companies after they go public. CII general counsel Jeffrey Mahoney notes in a letter sent to the SEC earlier this month that the group ...
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Sep 25, 2019
Senators introduce bill to extend whistleblower protection
A bipartisan group of senators this week introduced a bill designed to expand the scope of protection for whistleblowers who bring to light violations of US securities and commodities law. The bill would extend protection from retaliation to whistleblowers who opt to report wrongdoing internally before or instead of reporting directly to the SEC or Commodities Futures Trading Commission (CFTC...
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