SEC approves Nasdaq “comply-or-explain” proposal for board diversity
You probably remember that, late last year, Nasdaq filed with the SEC a proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a...
View ArticleA little more on the Nasdaq Board Diversity Rule
On Friday, the SEC approved Nasdaq’s proposal for new listing rules regarding board diversity and disclosure, along with a proposal to provide free access to a board recruiting service. The new...
View ArticleNAM sues SEC over decision not to enforce proxy advisory firm rules
For years, many companies and business lobbies, such as the National Association of Manufacturers, repeatedly raised concerns about proxy advisory firms’ concentrated power and significant influence...
View ArticleSEC Adopts Mandatory Universal Proxy in Contested Elections
In early January 2015, hedge fund activist Trian launched a closely followed proxy fight against DuPont, claiming that the company had underperformed and that it should, among other things, be broken...
View ArticleSEC proposes to undo key provisions of 2020 proxy advisory firm rules
[This post revises and updates my earlier post primarily to reflect the contents of the proposing release.] At an open meeting on November 17, the SEC voted, three to two, to propose amendments to the...
View ArticleSEC adopts final amendments under the Holding Foreign Companies Accountable Act
In December 2020, the Holding Foreign Companies Accountable Act, co-sponsored by Senators John Kennedy, a Republican from Louisiana, and Chris Van Hollen, a Democrat from Maryland, was signed into...
View ArticlePaper debunks seven myths of ESG
As we anticipate new proposals from the SEC on human capital and climate disclosure, this recent paper from the Rock Center for Corporate Governance at Stanford, Seven Myths of ESG, seems to be...
View ArticleSenate confirms two new SEC Commissioners
On Thursday, as reported by Thomson Reuters, the Senate unanimously confirmed Jaime E. Lizárraga and Mark Toshiro Uyeda to serve as SEC Commissioners. Lizárraga will fill the seat of departing...
View ArticleSEC adopts final pay-versus-performance disclosure rule
It’s been 12 years since Dodd-Frank mandated, in Section 953(a), so-called pay-versus-performance disclosure, and amazingly, no rules had been adopted to implement that mandate…until yesterday, when...
View ArticleSEC adopts final pay-versus-performance disclosure rule [updated]
[This post revises and updates my earlier post primarily to reflect in greater detail the contents of the adopting release.] Last week, without an open meeting, the SEC finally adopted a new rule that...
View ArticleFifth Circuit hears oral argument on challenge to Nasdaq board diversity...
On Friday, August 6, 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting...
View ArticleNAM celebrates victory over SEC on non-enforcement of proxy advisory firm...
Last week, in an action by the National Association of Manufacturers against the SEC and Chair Gary Gensler, the U.S. District Court for the Western District of Texas held that the SEC violated the...
View ArticleSEC adopts final rules on compensation clawbacks in the event of financial...
You might remember back to 2015 when the SEC initially proposed rules to implement Section 954 of Dodd-Frank, the clawback provision. The SEC did not then consider adoption of the proposal in the...
View ArticleSEC adopts final rules on compensation clawbacks in the event of financial...
[This post revises and updates my earlier post primarily to reflect in greater detail the contents of the adopting release. For a discussion of the comments and criticisms of the SEC Commissioners at...
View ArticleTexas court jettisons NAM challenge to SEC’s proxy advisor rules
Is it ok for an agency to change its mind? The Federal District Court for the Western District of Texas seems to think so—at least if the agency’s decision is “reasonable and reasonably explained.”...
View ArticleNasdaq simplifies “confusing” timing requirements for board diversity rules
A new rule change designed to simplify the rules regarding the timing of compliance with the Nasdaq board diversity listing rules has been filed by Nasdaq and declared immediately effective. As you...
View ArticleNAM seeks to challenge Rule 14a-8 regulatory process for shareholder proposals
You might recall that this past proxy season witnessed a significant number of shareholder proposals related to ESG—from both sides of the aisle. (See this PubCo post.) One of those proposals was...
View ArticleFifth Circuit denies SEC request for more time to cure defects in share...
You might recall that, on Halloween, the Fifth Circuit issued an opinion in Chamber of Commerce of the USA v. SEC, granting the Chamber’s petition for review of the Share Repurchase Disclosure...
View ArticleChamber files motion to vacate SEC’s final share repurchase rule
On October 31, the Fifth Circuit issued an opinion in Chamber of Commerce of the USA v. SEC, granting the Chamber’s petition for review of the SEC’s Share Repurchase Disclosure Modernization rule. The...
View ArticleFifth Circuit pulls the plug on SEC’s final share repurchase rule
On October 31, the Fifth Circuit issued an opinion in Chamber of Commerce of the USA v. SEC, granting the Chamber’s petition for review of the SEC’s Share Repurchase Disclosure Modernization rule. The...
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