Computershare just announced that it now supports US-listed clients in issuing tokenized equity securities through a technology agreement with Securitize. Specifically, clients can include “issuer-Sponsored Tokens (ISTs) as part of their issued capital alongside existing shares, including those held in the Direct Registration System (DRS).” Computershare’s announcement says:
We designed ISTs to operate within the existing regulatory environment, maintaining the independence and oversight that issuers and regulators expect from a transfer agent and allowing for effective interoperability with market infrastructure. As part of this development, we are very pleased to be partnering with Securitize, a leader in tokenizing real-world assets.
Shareholders holding tokenized securities will be able to consolidate digital holdings in a wallet. Computershare will act as transfer agent for these ISTs — meaning it will still process corporate actions for IST holdings in addition to other directly registered holdings.
A recent academic paper by Miriam Schwartz-Ziv (highlighted in this blog post by Jim McRitchie) studies the ways companies limit shareholder voice during annual meetings — including prohibiting shareholders from presenting their own questions, ignoring some questions submitted by shareholders or limiting questions to the subject matter of the proposals being voted on — and assesses whether the meeting format and the use of those methods affect trading in the company’s stock following the meeting. Here are key findings from the paper:
– These methods appear to be used strategically. They are more likely to be implemented when director or proposal support is low.
– Companies are more likely to limit shareholder voice in VSMs.
– VSMs result in less post-meeting absolute abnormal returns, trading volume, volatility, and tweet activity. When management addresses more questions, stock prices are more likely to move and investor consensus increases.
– Shareholders continue to be concerned about their voice being limited at VSMs.
The study also reported on the types of questions companies choose to ignore during VSMs. Those questions are only seen by the public, so the author collected the questions (all 767 of them!) John Chevedden and James McRitchie submitted to VSMs between March 20, 2020 and June 30, 2021. She found that companies that chose to answer these questions addressed 183% more questions on average than companies that did not. (That percentage sounds wild, but keep in mind that this represents an average of 3.24 additional questions.) In terms of subject matter, the paper reports:
Firms are particularly reluctant to answer questions that reveal information enabling investors to gauge shareholder involvement/ indications of criticism at the meeting [. . .] Second least-likely topic to be addressed was questions related to “Vote outcomes”, with only 22% of these questions receiving a response. The fourth least-likely category was questions regarding the number of “Shareholders in attendance”, addressed in just 28% of cases. These findings suggest that companies are least transparent and forthcoming on topics that would provide insight into shareholder participation and criticism at meetings.
On CorpGov.net, Jim McRitchie adds his own input to the paper’s policy suggestions and shares a wish list of annual meeting reforms, many of which (including hybrid meetings, recordings & transcripts, question transparency & responsiveness) are consistent with the best practices promoted by Carl and Peder Hagberg. If implementing annual meeting best practices improves your company’s market performance following the meeting, there’s another reason it might be worth revisiting these practices!
Here’s something I posted last week on the Proxy Season blog:
In this 2026 proxy season preview, Alliance Advisors points out the March announcement by the Communications Workers of America that it is independently soliciting votes on five shareholder proposals seeking governance reforms at Nexstar Media Group — and it’s not just a tactic to get the company to negotiate.
Deep-pocketed labor unions are once again resorting to Rule 14a-4(c)(2) solicitations to press for a variety of governance reforms at companies embroiled in labor disputes. This approach was taken two years ago by the AFL-CIO and United Mine Workers of America at Warrior Met Coal to bypass the one-proposal limit of Rule 14a-8.
This year, the Communications Workers of America (CWA) submitted five governance proposals at Nexstar Media Group, which advocate for an independent board chair, proxy access, special meeting rights, poison pill ratification, and shareholder approval of major transactions valued at more than 20% of the company’s market capitalization. The National Association of Broadcast Employees and Technicians (NABET-CWA), which represents workers at Nexstar-owned television stations, takes issue with the company’s $6.2 billion acquisition of TEGNA and union busting efforts at certain television stations.
So, it turns out that lawyers weren’t “crying wolf” when they warned that shareholders might utilize Rule 14a-4 to run a “zero slate” contest after the SEC Staff shifted to the sidelines for this year’s shareholder proposal season. I think this is the first of these we’ve seen this year — at least beyond threats to use this tactic. And, notably, I don’t think this was in response to Nexstar excluding a CWA proposal. (I only see one unrelated Rule 14a-8(j) notice submitted to the SEC Staff by Nexstar.)
As Liz shared last week, the White House’s Office of Information and Regulatory Affairs (OIRA) has a dashboard that shows which rules have been sent for interagency review — which is required for significant SEC proposals before they are sent to the Commissioners for a vote. At that time, two proposals were already pending review. Shortly after she directed our attention to that site last week, the SEC sent two more proposed rules to OIRA, and the dashboard now lists “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” & “Registered Offerings Reform.” Wow! That means four proposed rules are currently pending review:
– Crypto Assets
– Semiannual Reporting
– Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies – Registered Offerings Reform
Let’s talk timing. Liz shared that OIRA review of independent agency rulemaking lasted 17 days on average, with 29 days being the longest, in the last 6 months. That said, OIRA has up to 90 days (which can be extended) to review a rule, and the two SEC proposals submitted a few weeks ago have been pending review since March 20 (Crypto) and March 27 (Semiannual Reporting). All of these are major rulemakings, so I assume they will take some time for the White House and every other agency to review.
Let’s talk substance. We have some inkling of what two of these proposals look like in their current form. Corp Fin Director Jim Moloney shared thoughts on semi-annual reporting and registered offering reform during the ABA Business Law Section’s “Dialogue with the Director” earlier this month. (As always, these are “Jim’s own thoughts,” but we’re hearing consistent messaging in Chair and Commissioner speeches as well.)
Let’s get to know OIRA. Our new regulatory crystal ball, OIRA (pronounced “oh-eye-ruh”), is part of the Office of Management and Budget (OMB) and responsible for coordinating interagency Executive Branch review of significant regulations before publication. It has been around for a long time (so has the dashboard), but as watchers of the SEC, we weren’t accustomed to checking it because the SEC was exempted. That is, until this year, so add this to your bookmarks or know we’ll be regularly checking on your behalf and sharing here.
We’ll also be sharing here when we see some open meetings scheduled or other indications that these proposals are moving forward and heading to the Commissioners. Stay tuned!
On Monday, ISS STOXX announced that it has launched a new website and “brand identity” that is meant to “showcase its comprehensive capabilities while cogently conveying the value proposition of its industry-leading data, research, and technology solutions.” Its new tagline is “Unlock the Power of Data.”
The brand refresh and website launch follow a comprehensive review of ISS STOXX’s market positioning and service structure, feedback from clients, as well as an extensive analysis of the evolving landscape in which global investors operate. This work informed a digital experience and visual identity that present ISS STOXX’s offerings with greater cohesion, while maintaining a familiar and intuitive environment for existing users.
It sounds like the new website will more seamlessly integrate information across its core areas, which are:
ISS STOXX Governance, a premier global provider of independent and objective shareholder meeting research and recommendations
ISS STOXX Sustainability, whose wide-ranging solutions help investors develop and integrate responsible investing policies and practices
ISS STOXX Indices, which sets the standard for rules-based, transparent, and liquid benchmarks and indices, including those tied to STOXX and DAX
ISS Market Intelligence, a leading provider of data, insights, and market engagement solutions to the global financial services industry
ISS-Corporate, which offers data-driven, SaaS-based, and expert advisory solutions to more than 1,400 companies globally
(I’m assuming ISS-Corporate will remain a standalone.) I know that ISS STOXX is committed to maintaining its benchmark policies, but the focus on “the power of data” in this announcement seems at least somewhat reminiscent of Glass Lewis’s announcement that it was moving away from “singularly-focused research and vote recommendations based on its house policy.”
A few days later, ISS STOXX gave some more color to its “power of data” focus by announcing its “2026 roadmap,” which includes new standalone AI solutions, a more customizable ProxyExchange hub and an AI agent named Stu.
ISS STOXX Governance’s forthcoming research offering, “PolicySteward,” will be designed to deliver automated, data-driven voting recommendations, research reports, clear rationale text, and a front-end user interface leveraging AI. Through the new solution, subscribers will enjoy greater independence, transparency, and flexibility regarding how voting decisions are informed and executed. The solution is expected to be available globally beginning in 2027 and fully integrated with ProxyExchange, ISS STOXX Governance’s cutting-edge and end‑to‑end voting platform.
In addition to the standalone PolicySteward offering, ISS STOXX Governance is, in parallel, advancing a broad transformation of ProxyExchange aimed at delivering a more streamlined and intuitive workflow for stewardship and voting activities. Central to this effort is the development of a new, more customizable ProxyExchange hub featuring integrated tools and AI capabilities surfacing more content and expertise. The transformed experience will embed ISS Communicator and ISS Vote Preference, also known as “Vote Choice” or “pass‑through voting,” into screens and workflows, respectively, enabling more effective use of ISS research and engagement tools.
Beta testing is planned for this fall, with early subscribers expected to have time to configure voting policies ahead of 2027 annual meetings.
With Corp Fin clearly working hard to make this the “blockbuster” year for rulemaking that Director Moloney has promised (not to mention the many other developments affecting executive compensation, corporate governance, and disclosures), you do NOT want to miss our pair of popular fall conferences this year. Our 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences will be held on October 12th and 13th, virtually and in person in Orlando! We’ve now posted the agendas and speakers. Here’s a sampling of what’s on tap.
– Christina Thomas: The Latest From Corp Fin
– The SEC All-Stars: Proxy Season Insights
– The Fate of Shareholder Proposals
– Fireside Chat with Top Activism Defense Lawyers
– Scary Stories!
– Trends in Tokenization & Blockchain
– SRCs, EGCs & FPIs: What’s Next?
– Keeping Governance in Focus When the Future is Hazy
– The SEC All-Stars: Executive Pay Nuggets
– Your Compensation Disclosures: New & Improved (We Hope)!
– The Top Compensation Consultants Speak
– Navigating ISS & Glass Lewis
Check out the full agenda for all the details. But also know that our speakers are nimble, and we’ll make sure our conferences cover developments between now and October, of which there may be many, including the major rulemaking proposals on deck. Our conferences will be a great opportunity to understand how new rules and other evolving developments could affect your company and board – and to talk with fellow practitioners about how they’re adapting and preparing.
Register online at our conference page or contact us at info@CCRcorp.com or 1-800-737-1271. Sign up soon to take advantage of the early bird rate!
As John previewed, the SEC’s Small Business Capital Formation Advisory Committee held a meeting yesterday that was all about figuring out how to encourage more IPOs. Chairman Atkins shared remarks, as did Commissioners Peirce and Uyeda. Here are some of the ideas to make IPOs more attractive, particularly for smaller-cap companies, that were shared during the meeting:
– Expand an IPO light option for companies with modest revenues, a smaller market cap and a straightforward business model. For example, expand scaled disclosure, allow shorter registration statements, simplify compensation disclosure, streamline internal controls requirements and reduce filing burdens while a newly public company grows. The rules should be revised to go beyond the current accommodations for emerging growth companies (EGCs) and smaller reporting companies (SRCs).
– Help companies move more quickly in an IPO so they can move more opportunistically and take advantage of market windows. For example, eliminate or shorten the 15 day period between the public filing and roadshow, permit a tiered review by the SEC Staff, expand safe harbors for communications around an offering and do away with the requirement to include executive pay disclosures in the beginning of a new fiscal year before new financial statements are required.
– Reconsider quarterly reporting requirements. Permitting semiannual reporting plus current reporting for material events would preserve transparency while reducing unnecessary expense for smaller issuers.
– Improve capital raising opportunities after IPO. For example, incentivize analyst coverage for small issuers so that being public really does facilitate capital formation for those smaller cap companies. Also, while moving to a company registration model might seem pretty radical, if a company could move right to a prospectus supplement, that would be a meaningful improvement. Otherwise, access to shelf registration should be expanded so companies are eligible at 6 months post-IPO, with aligns with lock-up expiration.
– Reform the shareholder litigation landscape. One speaker suggested that the U.S. consider Canada’s loser pays framework for shareholder litigation to discourage weak cases that may be filed to pressure settlements.
– Improve communication & education about why going public is beneficial in the short- and long-term. Reform is needed but changing perception is also necessary.
– Enhance dual listing benefits – smaller companies are not inclined to dual list because it’s so burdensome.
– Views were mixed about whether private markets need to be reformed to make IPOs more attractive, which was referred to as a “Champagne Problem.” It’s so easy to stay private and raise and return capital as a private company nowadays that board members, venture funds, etc. are no longer pushing for IPOs. Making it easier to be a public company may not be enough to encourage smaller cap IPOs.
– Improve early price discovery, for example, by permitting earlier analyst-led investor engagement.
In January, John blogged about Nasdaq’s proposal to impose a $5 million minimum market cap requirement on companies listed on Nasdaq’s Global and Capital Markets. It then extended the time to act on this proposal back in March, and yesterday, the day before the Commission was required to take action, an order was posted instituting proceedings under Section 19(b)(2)(B) of the Exchange Act to determine whether to approve or disapprove the proposed rule change.
I should point out that the new minimum would be added to Rules 5450(a) and 5550(a), which apply across the board for all listed companies regardless of which continued listing standard they qualify for (Equity, Market Value of Listed Securities or Net Income). Currently, companies that satisfy the Equity Standard or the Net Income Standard do not need to meet a minimum Market Value of Listed Securities. So, if the tables on pages 3 and 4 of this continued listing guide were updated to reflect this proposed change, I believe we’d see the $5 million Market Value of Listed Securities requirement across all three columns on both pages.
As Dave noted, these orders are pretty unusual — although we’ve had this happen with a few in recent years. Basically, the Commission is providing Nasdaq with notice of potential grounds for disapproval and soliciting additional comment on specific areas of concern — with a new deadline for those additional comments (21 days after publication in the Federal Register) and rebuttals (35 days after publication in the Federal Register). It does not indicate that the Commission has reached any conclusions but finds institution of proceedings is appropriate in light of the legal and policy issues raised by the proposed rule change.
Beginning on page 7, the order reviews the comments received to date. While two were supportive, other comment letters expressed many concerns, including:
– That the proposal doesn’t provide evidence in support of the proposed $5 million threshold, “such as evidence demonstrating that issuers below the proposed threshold are financially distressed or pose heightened risks to investors that are not already addressed by existing Nasdaq and Commission requirements”
– That other recently adopted rule changes were already designed to address the same “low-valuation risk factors identified in the proposal,” such as the reverse stock split and bid price requirements
– That the minimum MVLS would hurt listed companies’ ability to raise capital
– That the rule change might encourage companies to “seek listing on less regulated venues, rely more heavily on private capital markets with reduced transparency, or delay or forgo public listing” or “engage in value-distorting actions,” including “reverse stock splits, overly dilutive financings, excessive marketing campaigns or premature asset sales”
– That the minimum MVLS and automatic suspension after 30 days might increase manipulative trading
– That removing the stay during a hearing request renders the appeal rights “illusory”
In terms of further input sought, the order says:
The Commission asks that commenters address the sufficiency of the Exchange’s statements in support of the proposal, which are set forth in the Notice, in addition to any other comments they may wish to submit about the proposed rule change. In particular, the Commission seeks comment on whether the proposal includes sufficient analysis to support a conclusion that the proposal to immediately suspend and delist companies that fail to comply with the MVLS Requirement, to maintain the suspension of such companies’ securities from trading during the pendency of an appeal to the Hearings Panel, and to limit the Hearings Panel’s discretion to reverse a delisting decision to circumstances involving a factual error is designed to be consistent with the requirements of Section 6(b)(5) and Section 6(b)(7) of the Act or raises any new or novel concerns not previously contemplated by the Commission.
The March-April issue of the Deal Lawyers newsletter was just sent to the printer and is also available online to members of DealLawyers.com who subscribe to the electronic format. This issue includes the following articles:
– Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary
– Special Committees in Conflict Transactions: A Practical Guide
– The 2026 Proxy Disclosure & 23rd Annual Executive Compensation Conferences
The Deal Lawyers newsletter is always timely & topical – and something you can’t afford to be without to keep up with the rapid-fire developments in the world of M&A. If you don’t subscribe to Deal Lawyers, please email us at info@ccrcorp.com or call us at 800-737-1271.
Communications consultant Kekst CNC recently announced the results of its analysis of voting recommendations from four major LLMs across nearly 50 recent proxy fights, comparing those recommendations with proxy advisor recommendations and actual voting outcomes. You might be surprised to hear that “AI is meaningfully more likely to articulate support for activists than traditional proxy advisors – as well as real proxy contest outcomes.” Specifically:
– AI recommended for the activist’s nominees more often than the company’s (45% of cases versus 37%)
– AI recommended for the activist far more often than the two major proxy advisory firms, with ISS and Glass Lewis recommending the company’s nominees in about 55% of the cases and for the activist in 36% and 42% of the cases, respectively
– The activist prevailed in final voting tallies only 14% of the time
“AI favors activists 45%” is the wrong scoreboard. What matters is whether AI can faithfully reflect your firm’s voting policy, view and voice. An agent tuned for a long-horizon index steward might vote differently from one tuned for an event-driven fund. Default settings produce default answers, and investors’ unique voices deserve better.
But from a company perspective, this info is helpful as they consider how shifting voting dynamics might influence their outcomes. These LLMs weren’t fed any particular voting policy, so the way these recommendations came out in this test might be most indicative of what a retail holder would receive from an LLM. Complicating things, each LLM seemed to have different focus areas and biases (and even the same query yielded different results from the same LLM some of the time). For example:
Claude frequently values the relevant experience of dissident director nominees and the track record of the activists. Gemini is more likely to appreciate management’s desire to avoid disruption at critical moments – or call out when independent shareholder accountability is needed to force change.
