Archive
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Short-sellers need more transparency, says former SEC commissioner
Robert Jackson discusses short-selling, fraud and the role of the commission – Bloomberg reported that the US Supreme Court limited the SEC’s disgorgement powers, one of the agency’s most potent legal weapons. In an 8-1 ruling, the justices said the SEC can win disgorgement in federal court if the money can be used to reimburse defrauded investors and is capped at the wrongdoer’s net profits. But the court also suggested that awards cannot go further, putting a new constraint on the agency’s enforcement efforts. The ruling does not directly affect the SEC’s separate authority to seek disgorgement through administrative proceedings.…
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ESG proposals rejected but make inroads at Delta AGM
Proposals on climate-change lobbying and political contributions gained 45+ percent support Former SEC commissioner Robert Jackson says he is troubled by the ‘increasing evidence of manipulation through short-selling’, and calls on his former colleagues at the SEC to consider a proposal for greater transparency for short-sellers. Speaking earlier this week at Fraud Fest – an event organized by UC Berkeley School of Law – Jackson acknowledged that short-sellers cause animated debate, which can cloud decisions about how they should be treated by regulators. ‘There’s good short-selling and bad short-selling,’ Jackson said. ‘The job of the regulator is to encourage one…
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The week in GRC: ESG funds show strong performance, and Blackstone changes hiring to target diversity
This week’s governance, compliance and risk-management stories from around the web Two first-time ESG shareholder proposals – while not being approved – secured significant levels of support at Delta Air Lines’ recent AGM, as momentum continues for environmental and social measures at US companies. A proposal requesting that the company release a report on its political contributions received the backing of 46 percent of the votes cast. Similarly, 45.9 percent of the votes cast supported a proposal requesting that Delta issue a climate-lobbying report. Governance professionals generally regard such levels of support for shareholder proposals as noteworthy. Glass Lewis states…
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Two thirds of investors open to working with activists
Almost 50 percent of sell-side analysts say activist campaigns influence their buy/sell ratings, study finds Almost two thirds of investors say they are open to talking to activist investors about a company they have a position in, according to recent research from Corporate Secretary sister publication IR Magazine. Although many companies continue to experience volatile share prices and balance sheet concerns – with a significant increase in the number of companies adopting poison pills this year – investors are more likely to support an activist campaign now than they were three years ago. This is according to IR Magazine’s Shareholder…
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More proposals reaching AGM votes this proxy season
Preliminary figures suggest fewer proposals being negotiated away The 2020 proxy season has been unusual for many reasons, not least because hundreds of companies have switched to virtual AGMs as a result of the Covid-19 pandemic. Now, preliminary data suggests there has been a reversion against a trend noted by investors and governance professionals in recent years: what had been a growing number of shareholder proposals withdrawn as a result of successful negotiations with companies. According to Georgeson, roughly 62 percent of all proposals submitted by shareholders will end up being voted on this proxy season, based on the assumption…
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Valero general counsel becomes CFO
Richard Walsh, vice president and deputy general counsel, to become next general counsel NYSE-listed Valero Energy Corporation is promoting Richard Walsh, vice president and deputy general counsel, to become senior vice president and general counsel, effective July 15, 2020. Walsh will be filling the seat vacated by Jason Fraser, who has been executive vice president and general counsel since January 2019. Fraser has been appointed executive vice president and CFO at Valero, also effective July 15. He in turn is succeeding Donna Titzman, who is retiring as executive vice president and CFO on the same date and will continue with…
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Ingevity general counsel to retire
Katherine Pryor Burgeson taking part in company’s early-retirement program Katherine Pryor Burgeson has opted to retire as executive vice president, general counsel and secretary of NYSE-listed Ingevity Corporation. Burgeson is taking part in the company’s early-retirement program, which it announced earlier this month in response to the Covid-19 pandemic. Burgeson will continue with the specialty chemicals company during a mutually agreed transition period. Ryan Fisher, Ingevity’s deputy general counsel, chief legal officer (CLO) for its performance chemicals segment and assistant secretary, is expected to be named interim general counsel and secretary when Burgeson leaves, according to Ingevity. Burgeson joined the…
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Investor group endorses ‘statement of solidarity’ on racial justice
More than 100 SRI investors endorse Racial Justice Investing Coalition, while some large asset managers decry lack of available data As many companies across the US take today – the anniversary of when the final group of former slaves were told they were free – as a public holiday for the first time, Corporate Secretary sister publication IR Magazine continues to explore the extent to which racial justice could emerge as a more prominent investing or stewardship theme. The Racial Justice Investing Coalition – a group of 112 asset managers, owners and corporations – released a statement yesterday, which laid…
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The week in GRC: QB Kaepernick joins Medium’s board, and Covid-19 privacy bills face hurdles
This week’s governance, compliance and risk-management stories from around the web – CNN reported that Nike is adding June 19, a holiday known as Juneteenth, to its list of official, paid company holidays. Twitter, Square and Vox Media have also recently made Juneteenth, the oldest-known US celebration of the end of slavery, an annual company holiday. Nike CEO John Donahoe made the announcement in a letter to employees, along with several other actions the company plans to take following widespread demonstrations calling for racial justice. ‘At Nike, we aspire to be a leader in building a diverse, inclusive team and…
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SASB backs European plan to boost ESG reporting
EU efforts ‘could lead to a globally accepted system of standards for non-financial disclosure’ SASB has put its weight behind a European regulatory project that the board believes may result in global standards for ESG reporting by companies. At issue is Directive 2014/95/EU, more commonly referred to as the non-financial reporting directive (NFRD). The European Commission (EC) in February launched a consultation to collect feedback on potential changes to the directive, with comments due by June 11. SASB has submitted a report to the EC outlining its support. The aim of the consultation is to address key challenges facing companies…