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Investor group runs proposed threshold changes against recent voting activity A new paper from the Council of Institutional Investors (CII) argues that parts of the SEC’s proposed changes to Rule 14a-8 would have more than doubled the number of shareholder proposals excluded from proxy statements over the past several years, had they been in effect. At present, a company can exclude a shareholder proposal if one substantially on the same topic received 3 percent, 6 percent and 10 percent of the vote for matters voted on once, twice or three or more times, respectively, in the last five years. The…

This week’s governance, compliance and risk-management stories from around the web – The SEC has created an internal, cross-divisional Covid-19 market monitoring group. The temporary group will help the commission and its various divisions and offices in: (i) commission and staff actions and analysis related to the effects of the pandemic on markets, companies and investors; and (ii) responding to requests for information, analysis and assistance from other regulators and government organizations. – The New York Times reported that, according to people familiar with the matter, the General Data Protection Regulation (GDPR) has suffered from a lack of enforcement, poor…

Trading on government information raises particular dangers, defense attorney warns General counsel should be taking steps to ensure their company is geared up to prevent insider trading that may arise from pandemic-related information – particularly given the government’s recent use of a statute that makes prosecuting certain cases easier, according to Robert Frenchman, partner with litigation firm Mukasey Frenchman & Sklaroff. The SEC’s top enforcers last month warned directors and executives against taking advantage of developments arising from Covid-19 to engage in insider trading. ‘[I]n these dynamic circumstances, corporate insiders are regularly learning new material non-public information that may hold…

Attorneys say companies use e-signatures for tasks such as obtaining written consent from their board Attorneys from leading Silicon Valley law firms have called on the SEC to allow companies to use electronic signatures in their filings with the agency – particularly in the context of the Covid-19 pandemic. The SEC staff last month issued a statement noting that the agency has received inquiries about the authentication-document retention requirements under Rule 302(b) of Regulation S-T – which governs the electronic filing of documents with the SEC – due to health and other logistical issues raised by the outbreak. Rule 302(b)…

This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that major US companies are looking into ways to test their employees for Covid-19 before they come to work. Regular tests for workers could keep exposure to sick employees to a minimum and boost employees’ confidence about coming back to work, corporate medical advisers and HR executives say. But companies face challenges in quickly building testing capacity because tests are difficult to obtain in large quantities and the practice raises potential issues of privacy and liability. Amazon CEO Jeffrey Bezos recently told shareholders…