Archive
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Pfizer set to face Covid-19 vaccine shareholder votes
Johnson & Johnson also facing Covid-related proposal Pfizer looks set to face shareholder votes on two proposals regarding access to its Covid-19 vaccine technology.One proposal, filed by Oxfam America, asks that Pfizer’s board ‘commission a third-party report to shareholders… analyzing the feasibility of promptly transferring intellectual property [IP] and technical knowledge… to facilitate the production of Covid-19 vaccine doses by additional qualified manufacturers located in low and middle-income countries, as defined by the World Bank.’ In its supporting statement, Oxfam America says: ‘There is broad agreement that widespread vaccination is critical to achieving herd immunity and preventing the development of…
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The week in GRC: BlackRock eyes shareholder voting changes and DoJ to focus on white-collar crime victims
This week’s governance, compliance and risk-management stories from around the web Investors in the US must disclose long positions in stocks, but the same transparency has not been required for short sales. That imbalance could be evened up, at least partially, after the SEC proposed a new rule that would require disclosure of short positions on a monthly basis – although some market participants would like the changes to go further. Under the plan, investors would have to report short positions exceeding $10 mn or where the average size is at least 2.5 percent of issued shares. Disclosure would need…
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SEC proposes new disclosure rules for short-sellers
NIRI calls for more detail on short-selling activity – The Wall Street Journal (pay wall) reported that the SEC is seeking more details from companies about their climate risks as it gets ready to propose new disclosure requirements on the topic. Many companies already share details on climate risks, but investors often find it hard to make comparisons. The agency last year sent at least 43 letters to US public companies on the matter, compared with none the previous four years, according to data from research firm Audit Analytics. That was the most in a single year since at least…
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Sell-side reports play important role in building case for activism, study suggests
Nearly a third of activist letters include reference to sell side Sell-side reports play an important role in building the case for hedge-fund activism against public companies, according to recently published research. The authors, Amy Chen of Manning School of Business and Thomas Shohfi of Lally School of Management, created an ‘activism dictionary’ based on the objectives and tactics of activist hedge funds. Next, they reviewed sell-side reports produced on activist targets, searching for terms contained in the dictionary. The researchers find that pre-intervention sell-side reports contain ‘significantly more activism dictionary content’ than reports on control firms. Pre-intervention reports also…
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Veracyte appoints general counsel
Annie McGuire spent 13 years at Amgen earlier in her career Nasdaq-listed Veracyte has recruited Annie McGuire as senior vice president and general counsel. She reports to CEO Marc Stapley. McGuire has moved to Veracyte from biotechnology company Rakuten Medical, where she was general counsel and corporate secretary. Before that, she was vice president for legal at MyoKardia, which focuses on serious cardiovascular disease, and led the team through the company’s $13 bn acquisition by Bristol Myers Squibb. Annie McGuire, Veracyte Before that, McGuire spent 13 years at Amgen in a number of legal and compliance leadership roles, including senior…
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Citizens names new general counsel
Polly Klane to join firm from Capital One Financial Corp Providence, Rhode Island-based Citizens Financial Group has hired Polly Klane as general counsel and chief legal officer, effective April 4. Klane will join Citizens from Capital One Financial Corp, where most recently she has been senior vice president and deputy general counsel. She will report to chair and CEO Bruce Van Saun and will be a member of the Citizens executive committee. Klane is taking up the general counsel role from Malcolm Griggs, Citizens’ chief risk officer (CRO), who has been overseeing the bank’s legal department. Griggs will continue as…
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SEC proposes shake-up for Rule 10b5-1 trading plans
Changes would mark notable departure from established practices, Eversheds Sutherland attorneys write On December 15, 2021 the SEC proposed extensive amendments to Rule 10b5-1 that would, among other things, impose a cooling-off period for directors and officers buying and selling shares and require personal certification when they do so. Officers and directors of public companies – that is, insiders – frequently use Rule 10b5-1 trading plans to buy or sell a predetermined number of shares of their own companies at a predetermined time. The intention is that trading decisions are made when insiders are not in possession of material non-public…
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Special report: Corporate Governance Awards 2021 – available now
This special report celebrates the winners of the 14th Corporate Governance Awards. Corporate Secretary speaks to the honorees and looks inside their cutting-edge governance work to show why they won. The report features best practices in a range of GRC fields and insight designed to help professionals find their own solutions and enhance their own governance programs. Click here to download the report >> GRC professionals continue to be adept in finding new ways to maintain standards and overcome challenges. Over the past year or so their achievements have included negotiating a historic proxy season, giving thought to vital issues…
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The week in GRC: Russia’s invasion creates challenges for US banks and report highlights investor concerns over CEO pay
This week’s governance, compliance and risk-management stories from around the web – CNBC reported that activist investor Carl Icahn has started a proxy fight with McDonald’s over the company’s treatment of pigs, pushing for two board seats. McDonald’s said Icahn has nominated Leslie Samuelrich and Maisie Ganzler for election at the company’s 2022 AGM. ‘Mr Icahn’s stated focus in making this nomination relates to a narrow issue regarding the company’s pork commitment, which the Humane Society US has already introduced through a shareholder proposal,’ McDonald’s said. Icahn has demanded that McDonald’s require all its US suppliers to move to ‘crate-free’…
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Pfizer faces shareholder proposal on DE&I disclosure
Company had sought to omit the proposal Pfizer appears set to face a vote by shareholders on a proposal seeking disclosure around diversity, equity and inclusion (DE&I), a topic that has gained increased traction among investors in the last couple of years. The biopharmaceutical company has unsuccessfully sought no-action relief from the SEC for omitting the proposal from its 2022 proxy statement. As You Sow filed the proposal, which requests that Pfizer report to shareholders on ‘the effectiveness of the company’s [DE&I] efforts. The reporting should… address outcomes, using quantitative metrics for recruitment, retention and promotion of employees, including data…