Recent Blog Posts

January 30, 2019

NASDAQ Coalition for Proxy Reform Surges to 265 Companies

NASDAQ’s push to keep corporate governance reform in the front of the minds of its members comes as the SEC finally reopens its doors after the protracted government shutdown. Though the shutdown put many of the SEC’s activities on pause over the past month, companies have worked to keep the proxy reform issue at the forefront, pouring submissions into the docket the SEC opened to continue the discussion on proxy reform that it launched at last year’s roundtable on the proxy process.

January 18, 2019

Despite Shutdown, Drumbeat for Proxy Reform Grows Louder

Despite the partial government shutdown slowing the U.S. Securities and Exchange Commission’s (SEC) efforts to develop a proposal to regulate proxy advisors and amend the current rules for shareholder proposals, companies are gearing up to share their experiences with proxy advisors to inform the Commission of the issues they face when dealing with problems such ...

January 9, 2019

Over 100 companies join NASDAQ coalition for proxy reform

In an email distributed this morning, NASDAQ announced that over 100 companies have already signed its letter penned by Nelson Griggs, President of NASDAQ, advocating for proxy reform. Griggs first requested companies to add their name to the letter last month. In the letter, NASDAQ listed several grievances it hopes the Securities and Exchange Commission (SEC) will amend in the proxy process, including conflicts of interest, lack of transparency surrounding how recommendations are reached, and instances of inaccurate or factually incorrect proxy recommendations. NASDAQ reminded companies that they can still sign on through the end of this month.

January 4, 2019

CII Analysis Shows Raising the Resubmission Thresholds Won’t Hurt Small Shareholders

As the U.S. Securities and Exchange Commission (SEC) works on developing a proposal to improve the proxy process following the roundtable last November, the Council on Institutional Investors (CII) released a report highlighting their analysis of shareholder proposals. The analysis included 3,600 shareholder proposals that went for a vote between 2011 and 2018 and found ...

December 31, 2018

2018: Great Year for Retail Investors, More to Come in 2019

Since the launch of the Main Street Investors Coalition in May, many positive developments have transpired for retail investors. America’s retail investors are rightly concerned about how their investments are managed, given the proliferation of investor activism and environmental and social resolutions that have radically shifted the investment landscape. As 2019 draws to a close, ...

December 17, 2018

NASDAQ calls for proxy reform, asks public companies to join its coalition

NASDAQ is calling on public companies to sign a letter it penned to the Securities and Exchange Commission (SEC) that advocates for proxy reform. In an email sent this morning, Nelson Griggs, President of NASDAQ, asked companies to add their name to a letter that calls for increasing transparency and fairness in the proxy process. ...

December 14, 2018

SEC Investor Advisory Committee Highlights Inherent Challenges with ESG Reporting

Yesterday, the U.S. Securities and Exchange Commission (SEC) Investor Advisory Committee met to discuss how the Commission should deal with the increasing prevalence of investors using environmental, social and governance (ESG) factors, in addition to traditional financial reporting, in their decision-making. Participants generally agreed that the current company disclosure practices the ESG ratings assigned to companies often fail to provide investors with useful information about the actual risks those companies face, and do not allow for apples to apples comparisons amongst companies.

December 11, 2018

SEC Chairman Commits to Regulating Proxy Advisors Amid Growing Consensus for Reform

Today, U.S. Securities and Exchange Commission (SEC) Chairman Jay Clayton told the Senate Banking Committee that he has directed his staff to put together a proposal for the Commission’s consideration about issues raised at the recent SEC roundtable regarding proxy advisors. Today’s testimony comes on the heels of another Senate Banking Committee hearing, which featured ...

December 10, 2018

How Does the Shareholder Voting Process Work?

Last month’s U.S. Securities and Exchange Commission (SEC) roundtable on the proxy process highlighted key issues encountered by the different participants of the shareholder voting process. To better understand these issues, it is worth taking a step back to review the purpose of shareholder voting and the mechanics of how it currently works. It is critical for retail investors to appreciate how the voting designation process works, considering that most investors delegate voting to the fund managers of their 401(k)s or pension plans.