Archive
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The week in GRC: Supreme Court to hear companies’ climate suit appeal, and Treasury warns over ransomware payments
This week’s governance, compliance and risk-management stories from around the web – According to Reuters, US companies with Covid-19 outbreaks are facing an emerging legal threat from claims that employees brought coronavirus home and infected relatives. One risk-analysis firm said these could cost employers billions of dollars. The cases borrow aspects of ‘take home’ asbestos litigation and avoid caps on liability for workplace injuries, exposing companies to expensive pain-and-suffering damages, even though the plaintiff never went to their premises. ‘Businesses should be very concerned about these cases,’ said Tom Gies of Crowell & Moring, which defends employers. Between 7 percent…
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Opposition to SEC’s 13F proposal builds as comment deadline passes
Issuers, exchanges, investors and academics write to SEC to express concerns As the formal comment period for the SEC’s proposed changes to the 13F filing thresholds closed, the commission had received more than 1,800 comment letters from issuers, stock exchanges, institutional and retail investors and academics – with the majority of the letters in opposition to the proposal. In July the SEC published its plan to increase the threshold for institutional investors required to file 13F filings from $100 million in assets under management to $3.5 billion. The proposal instantly drew a dissenting opinion from SEC commissioner Allison Herren Lee,…
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The outlook for M&A
For companies with cash on hand, there will undoubtedly be opportunities in the market for M&A. But with more companies than ever adopting poison pills, what is the outlook for M&A activity for the rest of 2020 and into 2021? As the global extent of the Covid-19 outbreak became apparent, M&A deals began to hit the buffers. Xerox pulled its $35 billion hostile bid for HP. US aerospace suppliers Hexcel and Woodward cancelled their $6.4 billion merger. And 1-800-Flowers.com said it couldn’t complete a deal to buy one of Bed Bath & Beyond’s business units. The seller responded by suing.…
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California law set to boost board diversity
Governor to decide this week whether to sign bill into law* In this very first episode of the Governance Matters podcast – produced by Corporate Secretary in partnership with Computershare Georgeson – we talk to Hannah Orowitz, managing director of corporate governance at Georgeson, about how the role of the corporate secretary has evolved to become more strategic. In part two, we hear from Derek Windham, vice president and associate general counsel at Hewlett Packard Enterprise, on how he thinks about effective risk management. Governance Matters · Governance Matters: Episode one – The evolving role of the corporate secretary The…
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Lumber Liquidators hires CLO and secretary
Alice Givens was previously general counsel, chief compliance officer and secretary of Ruth’s Hospitality Group NYSE-listed Lumber Liquidators has hired Alice Givens as senior vice president, chief legal officer and corporate secretary, reporting to president and CEO Charles Tyson. Givens was most recently senior vice president, general counsel, chief compliance officer and secretary of Ruth’s Hospitality Group (RHGI). Givens joined RHGI in 2016 having previously been vice president, associate general counsel and assistant secretary with J Crew Group for nine years, according to her LinkedIn profile. Earlier in her career, she spent 11 years as assistant general counsel and assistant…
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Governance Matters: How the role of the corporate secretary has evolved
In the first episode of Corporate Secretary’s new podcast, Jeff Cossette talks to industry experts about the evolution of governance standards and the role of the corporate secretary California’s Assembly Bill (AB) 979 is set to make waves both within the state and across the country as a groundbreaking new law that would require companies to diversify their boards and reserve seats for directors from ‘under-represented communities.’ If Governor Gavin Newsom signs the bill this week, it will be the first of its kind in the US as no other law mandates representation from deemed under-represented communities on company boards.…
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Opinion: SEC reforms offer mixed bag for whistleblowers
Katherine Krems, Matthew Stock and Jason Zuckerman say new amendments will strengthen some aspects of the whistleblower program but also reduce large awards and limit retaliation protection – The Wall Street Journal reported that the US Department of the Treasury moved to fill a gap in the country’s anti-money laundering (AML) regulatory framework and has begun a discussion over potential new rules intended to allow banks to allocate their compliance resources more effectively. The developments are part of activity at the Treasury’s Financial Crimes Enforcement Network (FinCEN) in recent months that seems to be a response to long-standing industry complaints,…
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The week in GRC: Covid-19 creates legal minefield, and DoJ eyes tech industry liability shield
This week’s governance, compliance and risk-management stories from around the web The SEC on Wednesday voted 3-2 to adopt amendments to the rules governing the agency’s whistleblower program. Now about a decade old, the program has proven to be successful in generating high-quality information regarding securities laws violations that have enabled the SEC to halt fraud schemes and protect investors. Although we are pleased that the SEC took the time to adopt reforms that promote efficiency and expedite the processing of whistleblower tips and whistleblower award applications, we are troubled by the SEC’s assertion of vague discretion to take into…
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SEC finalizes Rule 14a-8 reforms
Final measure drops momentum requirement for shareholder votes In a split-decision, the SEC yesterday approved changes to the shareholder proposal process that have sparked thousands of comment letters and widespread concern among investors. The commission voted 3-2 in favor of amendments to Rule 14a-8 that will ramp up the thresholds shareholders must meet to get a measure on a proxy statement either for a first time or to keep it on the ballot if it fails to secure majority backing. The final version of the rule does, however, drop part of the plan involving multi-year support for proposals. The changes…
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Opinion: Virtual AGMs bringing increased engagement
Some investors raised governance concerns over the mass migration to virtual AGMs this year. Dorothy Flynn of Broadridge says increased attendance and engagement are a beneficial result of the switch The number of virtual shareholder meetings (VSMs) ballooned this year because of the obvious necessity presented by the Covid-19 pandemic. More than 80 percent of the companies hosting VSMs this year did so for the first time. Although there is always some concern with new technology when it is first used, there are reasons to believe that issuers and shareholders saw significant advantages to holding their meetings online – and…
