Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the 2019 proxy season.
Robert (Bob) H. Cohen focuses his practice on transactional and securities work for a broad range of clients. He counsels clients on initial and follow-on public offerings, special-purpose acquisition (SPAC), at-the-market (ATM) and off the shelf offerings, registered direct and private investment in public equity (PIPE) financings, private placements, bridge financings and equity lines, and related transactions. Bob also has extensive experience in the areas of mergers and acquisitions, joint ventures, 1933 and 1934 representation, and licensing and distribution arrangements. Read Robert Cohen's full bio.
During the previous quarter, the SEC acted to expand the number of companies that may rely on the “smaller reporting company” scaled disclosure regime and Congress directed revisions to the Regulation A+ and Rule 701 exemptions. The SEC also took enforcement action on a major cybersecurity breach, reinforcing its recent interpretive guidance on the subject. The director of the SEC Division of Corporation Finance also spoke on how blockchain assets may or may not constitute securities, and the 9th Circuit created a circuit split related to securities litigation after a tender offer.
The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out of the SEC at the end of 2017.
During the last quarter, the SEC staff had their hands full preparing for new standards impacting registrants’ filings this year, keeping pace with tax reform, tweaking the shareholder proposal process and corralling a burgeoning cryptocurrency market.
The SEC recently confirmed that the new CEO pay ratio disclosure rules mandated in the Dodd-Frank Act will go into effect in the 2018 proxy season. To assist companies in preparation of the new disclosure, the SEC published interpretive guidance on September 21, 2017.
Executive compensation, corporate governance, shareholder engagement and other rule changes and rulemakings for public companies are highlighted in the 2016 Proxy Season Checklist. The list discusses important developments that will affect the upcoming and future proxy seasons, and offers suggestions on how to prepare for them.