All items from Davis Polk Briefing: Governance

The NYSE has proposed to amend its listing requirements related to a company filing delinquent reports with the SEC. The proposal expands the NYSE’s existing late filer rule to include Form 10-Qs, clarifies how the NYSE will treat companies whose annual or quarterly reports are defective at the time of filing or become defective later, and establishes further procedures for handling these delinquencies.   

Posted 3 days 1 hour ago

As requested by the D.C. Circuit Court of Appeals on the conflict minerals case, the SEC has filed a brief addressing the three questions that the Court asked, which we previously discussed here.

Posted 1 week 1 hour ago

The SEC Office of Chief Counsel has determined that Whole Foods can exclude a shareholder proposal asking the board to adopt a proxy access bylaw to allow one or more shareholders owning at least 3% of the company’s shares continuously for three years to nominate candidates, for up to 20% of the board, which we previously discussed here. The SEC staff agreed that the company’s own proxy access proposal that it will be asking shareholders to vote on at the 2015 annual meeting, which would permit proxy access for one shareholder owning 9% for five years to nominate one director or 10% of the board, presents alternative and conflicting decisions for shareholders.  

Posted 1 week 2 days ago

After a bruising proxy contest, Darden Restaurants announced last month several meaningful changes to its corporate governance practices, some of which will be voted on by shareholders at the 2015 annual meeting.  

Posted 1 week 3 days ago

The U.S. District Court for the District of Delaware determined that Wal-Mart should not have excluded a shareholder proposal from its 2014 proxy statement, even after it received a favorable SEC no-action letter.

Posted 2 weeks 2 hours ago

Last week, House Financial Services Committee Chairman Jeb Hensarling (R-TX), Representative Scott Garrett (R-NJ) and Representative Bill Huizenga (R-MI) sent a letter to SEC Chair White urging her to delay finalizing the pay ratio rule. The Congressmen indicated that they were “troubled” by recent comments suggesting that the SEC has made it a priority to complete the pay ratio rule, which we previously discussed.

Posted 2 weeks 3 days ago

The 2014 Spencer Stuart US Board Index for S&P 500 companies focuses on board composition, turnover and director succession planning. The report concluded that companies that added three or four new directors in a three-year period outperformed their peers, and although the worst performers included those companies with no change in board composition at all during that time, boards that added five or more new directors also fared poorly.

Posted 2 weeks 4 days ago

Jay D. Hanson, a board member of the PCAOB, recently spoke about the PCAOB's efforts to address issues raised by audit committees.  

Posted 3 weeks 4 days ago

The D.C. Circuit Court of Appeals has granted the petitions for panel rehearing by the SEC and Amnesty International on the conflict minerals case, and have ordered the parties to file supplemental briefs to address the following specific questions:
What effect, if any, does this court's ruling in the American Meat Institute case have on the First Amendment issue in this case regarding the conflict minerals disclosure requirement;
What is the meaning of “purely factual and uncontroversial information” as used in the Zauderer case and American Meat Institute case; and
Is the determination of what is “uncontroversial information” a question of fact?

Posted 4 weeks 2 days ago

Directors can provide more insight on how they govern their companies, and investors can give more information on how they cast their votes, so that there is less mystery from both sides, stated Vanguard Chairman and CEO F. William McNabb in a recent speech at the University of Delaware's Weinberg Center for Corporate Governance. 

Posted 4 weeks 3 days ago