SEC Provides Guidance for Excluding Shareholder Proposals

Last week the SEC staff published much-anticipated guidance on two rules that public companies may use to exclude a shareholder proposal from their proxy statements. The guidance will make it much more difficult to exclude a shareholder proposal under Rule 14a-8(i)(9) on the basis that the proposal "directly conflicts" with a management proposal.  

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Increase in Disclosure of Political Spending Noted

According to a recent report by the Center for Political Accountability, more public companies are voluntarily disclosing information about their political contributions. In addition, the report suggests that the quality of information being reported is also improving and that more companies are setting political spending policies.  

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SEC Announces Results of Its Enforcement Efforts

The SEC recently announced a summary of its enforcement efforts for the fiscal year ended September 30, 2015. According to the report, the SEC filed 807 enforcement actions covering a wide range of misconduct and obtained orders totaling approximately $4.2 billion in disgorgement and penalties.  

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Disclosure Best Practices When a CEO Gets Sick

The delayed and gradual release of news about United Continental CEO Oscar Munoz's heart attack is a reminder of the difficult disclosure decisions public companies face when a CEO gets sick. Deciding what to say and when to say it involves a delicate balance between investors’ need for disclosure and the CEO’s right to privacy.  

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The Ticker shares recent developments in SEC compliance, capital markets, corporate governance, executive compensation and other matters important to public companies and their officers and directors. It is published by Fredrikson & Byron’s Public Companies Group.