E-Minders June 2018
In This Issue:
E-Minders is our monthly e-mail newsletter containing the latest developments and practical guidance for corporate & securities law practitioners.
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It's been over a decade since Corp Fin started issuing CDIs to replace its main source of "informal" interpretations – the "Telephone Interpretation Manual." Oddly, after all these years, some of the "Phone Interps" still haven't been replaced. That's finally changing. In mid-May, Corp Fin issued 45 new CDIs to replace the interps in the Telephone Interpretation Manual and the March 1999 Supplement that relate to the proxy rules & Schedules 14A/14C. The Staff says it's in the process of updating other proxy interps – so we can expect more CDIs to come.
Thirty-five of the new CDIs simply reiterate the guidance provided in the Manual & March 1999 Supplement – four make technical changes – and these six CDIs reflect substantive changes (here's a redline from Cleary):
Question 124.01: Rule 14a-4(b)(1) states that a proxy may confer discretionary authority with respect to matters as to which a choice has not been specified by the security holder, so long as the form of proxy states in bold-faced type how the proxy holder will vote where no choice is specified. If action is to be taken with respect to the election of directors and the persons solicited have cumulative voting rights, can a soliciting party cumulate votes among director nominees by simply indicating this in bold-faced type on the proxy card?
Answer: Yes, as long as state law grants the proxy holder the authority to exercise discretion to cumulate votes and does not require separate security holder approval with respect to cumulative voting. [May 11, 2018]
Question 124.07: The Division has permitted registrants to avoid filing proxy materials in preliminary form despite receipt of adequate advance notification of a non-Rule 14a-8 matter as long as the registrant disclosed in its proxy statement the nature of the matter and how the registrant intends to exercise discretionary authority if the matter was actually represented for a vote at the meeting. See Section IV.D of Release No. 34-40018 (May 21, 1998). Can a registrant rely on this position if it cannot properly exercise discretionary authority on the matter in accordance with Rule 14a-4(c)(2)?
Answer: No. [May 11, 2018]
Question 126.02: Is a registrant required to file a preliminary proxy statement in connection with a proposed corporate name change to be submitted for security holder approval at the annual meeting?
Answer: No. As set forth in Release No. 34-25217 (Dec. 21, 1987), the underlying purpose of the exclusions from the preliminary proxy filing requirement is "to relieve registrants and the Commission of unnecessary administrative burdens and preparation and processing costs associated with the filing and processing of proxy material that is currently subject to selective review procedures, but ordinarily is not selected for review in preliminary form." Consistent with this purpose, a change in the registrant's name, by itself, does not require the filing of a preliminary proxy statement. [May 11, 2018]
Question 151.01: A registrant solicits its security holders to approve the authorization of additional common stock for issuance in a public offering. While the registrant could use the cash proceeds from the public offering as consideration for a recently announced acquisition of another company, it has alternative means for fully financing the acquisition (such as available credit under an executed credit agreement in the full amount of the acquisition consideration) and may choose to use those alternative financing means instead. Would the proposal to authorize additional common stock "involve" the acquisition for purposes of Note A of Schedule 14A?
Answer: No. Raising proceeds through a sale of common stock is not an integral part of the acquisition transaction because at the time the acquisition consideration is payable, the registrant has other means of fully financing the acquisition. The proposal would therefore not involve the acquisition and Note A would not apply. By contrast, if the cash proceeds from the public offering are expected to be used to pay any material portion of the consideration for the acquisition, then Note A would apply. [May 11, 2018]
Question 161.03: If a registrant is required to disclose the New Plan Benefits Table called for under Item 10(a)(2) of Schedule 14A, should it list in the table all of the individuals and groups for which award and benefit information is required, even if the amount to be reported is "0"?
Answer: Yes. Alternatively, the registrant can choose to identify any individual or group for which the award and benefit information to be reported is "0" through narrative disclosure that accompanies the New Plan Benefits Table. [May 11, 2018]
Question 163.01: Does a proxy statement seeking security holder approval for the elimination of preemptive rights from a security involve a modification of that security for purposes of Item 12 of Schedule 14A?
Answer: Yes. Accordingly, financial and other information would be required in the proxy statement to the extent required by Item13 of Schedule 14A. [May 11, 2018]
Of course, Broc remembers – pre-Internet – when it was hard to get a copy of the telephone interps. It was originally drafted to be an internal resource for Corp Fin. Some law firms obtained a copy – when Corp Fin Staffers left the Division or perhaps through a FOIA request – but it wasn't widely available (or even known) before the late '90s when it was posted on the SEC's site...
Most of the attention on the Dodd-Frank reform bill that President Trump signed in late May has focused on the law's impact on financial institutions - but this Duane Morris blog points out that there's something in the new law for other companies as well. In particular, the legislation expands the class of companies that are eligible to use Reg A+ to include already public companies. This excerpt explains:
The President today signed the "Economic Growth, Regulatory Relief and Consumer Protection Act." Most of the bill is centered around easing some Dodd-Frank restrictions as they apply to smaller banks. But buried in Section 508, called "Improving Access to Capital," Congress adopted a major change to Regulation A+.
Previously, the Reg A+ rules required, in Section 251(b)(2), that a company cannot use Reg A+ if it is subject to the SEC reporting requirements under Section 13 or 15(d) of the Securities Exchange Act immediately prior to the offering. This includes, for example, every company listed on a national exchange such as Nasdaq or the NYSE and many companies that trade over-the-counter. The new law reverses that and orders the SEC to change the rules to permit reporting companies to utilize Reg A+.
Along the same lines, the new statute also provides that companies can satisfy their Reg A+ periodic reporting obligations through the filing of the Exchange Act reports mandated for other reporting companies.
Stinson Leonard Street's Steve Qunilivan also points out that there's good news for private companies too - the new law relaxes some of the requirements under Rule 701:
Section 507 of the bill directs the SEC to increase Rule 701's threshold for providing additional disclosures to employees from aggregate sales of $5,000,000 during any 12-month period to $10,000,000. In addition, the threshold is to be inflation adjusted every five years.
In mid-May, the SEC issued this 71-page proposing release to amend its auditor independence rules to refocus the analysis that must be conducted to determine whether an auditor is independent when the auditor has a lending relationship with certain shareholders of its client at any time during an audit or professional engagement period.
The proposed amendments would focus the analysis solely on beneficial ownership rather than on both record & beneficial ownership; replace the existing 10% bright-line shareholder ownership test with a "significant influence" test; (3) add a "known through reasonable inquiry" standard with respect to identifying beneficial owners of the client's equity securities; and (4) amend the definition of "audit client" for a fund under audit to exclude funds that otherwise would be considered affiliates of the client. See more in this Cooley blog...
The National Association of Manufacturers (NAM) and other conservative-leaning organizations have launched a new campaign, the "Main Street Investors Coalition" - with a multi-million dollar budget - to limit the influence of large asset managers that they feel wield too much power on ESG initiatives. As we've previously blogged, more support from Vanguard is one factor that has led to higher approval rates for ESG proposals - and, as noted in this blog, BlackRock has also urged companies to develop a long-term strategy that accounts for their societal impact.
This Axios article says that the group's first focus will be writing studies & op-eds backing up their positions – which is interesting in light of recent DOL guidance that restricts ERISA fiduciaries from pursuing ESG initiatives in the absence of data showing that the initiatives will lead to higher returns. It's not clear yet whether this group will also pursue the tactic of submitting its own shareholder proposals, in order to beat ESG activists to the punch.
The Axios article notes that this campaign comes at a time when "shareholder advocacy" has been producing more social change among companies than legislation. And here's an excerpt from an op-ed by Bloomberg's Matt Levine:
The interesting development will be if this (pro-corporate, anti-environmentalist, etc.) group makes common cause with the more left-ish critics of institutional investors who worry that they create antitrust problems. Having most of corporate America controlled by a handful of giant institutions: It makes a lot of people nervous.
In recent years, as SEC rulemaking has stalled on topics like proxy access and political spending disclosure, "private ordering" has become the catalyst for ESG changes (see Broc's earlier blog about how that's faring). This may have been due partly to Department of Labor interpretive bulletins from 2015 and 2016 which assured ERISA fiduciaries – i.e. pension plans – that they could consider ESG factors in making investment decisions.
But now, the DOL has issued a new "field assistance bulletin" that revises its earlier interpretations by stating that ERISA fiduciaries must always put the economic interests of the plan first. This Sullivan & Cromwell memo summarizes the key instructions (also see these memos in our "ESG" Practice Area):
1. Fiduciaries must avoid too readily treating ESG issues as being economically relevant to any particular investment choice
2. Fiduciaries may not incur significant plan expenses to (i) pay for the costs of shareholder resolutions or special shareholder meetings, or (ii) initiate or actively sponsor proxy fights on environmental or social issues
As noted in a CII alert, the most significant impact of the guidance likely will be on shareholder engagement. Earlier guidance – the bulletin says – didn't suggest that it's always appropriate for plans to engage with the board or management of companies in their portfolios. The guidance "was not meant to imply that plan fiduciaries, including appointed investment managers, should routinely incur significant plan expenses" to fund advocacy or campaigns on shareholder resolutions or proxy fights on environmental or social issues at portfolio companies. It appears that this new field assistance bulletin shifts the burden to pension funds to prove there are tangible activism benefits in every case. This creates a negative presumption that most ESG factors are not economically significant.
The change in tone will undoubtedly elicit angst among governance & sustainability advocates. It's the latest in a long history of back-and-forth: the DOL's 2015 & 2016 bulletins were issued in response to a 2008 bulletin, which walked back 1994 guidance. Also see this Davis Polk blog entitled "Are the Reports that the DOL Guidance Will Lead to the Demise of ESG-Focused Plans Greatly Exaggerated?"...
Companies on the receiving end of enforcement proceedings involving multiple agencies or jurisdictions have long complained about "piling on" – the government's assessment of penalties without considering those that have already been imposed by other authorities for the same conduct. This Paul Weiss memo says that Deputy AG Rod Rosenstein announced last week that the DOJ has adopted a new policy designed to address these concerns. Here's an excerpt with some of the details:
In a speech announcing the new policy, DAG Rosenstein referred to the "piling on" of fines and penalties by multiple regulators and law enforcement agencies "in relation to investigations of the same misconduct." DAG Rosenstein noted that the "aim" of the new policy "is to enhance relationships with our law enforcement partners in the United States and abroad, while avoiding unfair duplicative penalties."
Specifically, the new policy requires DOJ attorneys to "coordinate with one another to avoid the unnecessary imposition of duplicative fines, penalties and/or forfeiture against [a] company," and further instructs DOJ personnel to "endeavor, as appropriate, to . . . consider the amount of fines, penalties and/or forfeiture paid to federal, state, local or foreign law enforcement authorities that are seeking to resolve a case with a company for the same misconduct."
The memo points out that the DOJ has left itself a lot of "wiggle room" under the policy. Among other things, the policy does not describe the extent to which parties will be given "credit" for fines paid to other regulators, and allows for consideration of subjective criteria, such as the "egregiousness of a company's misconduct," which could have an impact on its practical application. We're posting memos in our "White Collar Crime" Practice Area.
Here's some news from this Ropes & Gray memo written by Keith Higgins:
The Spring 2018 unified regulatory agenda – the so-called "Reg Flex" agenda – came out on May 9th (current / long-term). Although most of the items on the Corporation Finance agenda remain the same, there were a few new items added to the list that bear mention.
Added to the "proposed rule stage" was a rulemaking on "Business, Financial and Management Disclosure Required by Regulation S-K," which previously had been on the long-term actions agenda. Other than to say that the proposal would be to "modernize" the disclosure requirements, the agenda doesn't provide any insight into the areas that might be covered. This topic is a continuation of the Division's Disclosure Effectiveness initiative and suggests that change may be in the offing that goes beyond the modest proposals that were included in the proposed rulemaking to implement the FAST Act report.
Also at the proposed rule stage is a rulemaking on "Filing Fee Processing." The description of this project suggests that the Division will propose a rule to make the fee-related information on various Commission filings structured data. Doing so should allow the Commission to better track filing fees, particularly when they are transferred in connection with unused fees in Securities Act registrations. It is unlikely that any substantive changes will come out of this project.
The third new item on the list is a topic that Director Bill Hinman hinted at in his recent appearance before a subcommittee of the House Financial Services Committee – "Extending the Testing the Waters Provisions to Non-Emerging Growth Companies." Testing the waters, which allows emerging growth companies to have discussions about an offering with qualified institutional buyers and institutional accredited investors, has been an increasingly popular provision of the JOBS Act. It makes every bit of sense to extend this concept to all companies that might be interested in undertaking a registered securities offering. And given the sophisticated audience with whom these discussions may be had, there would be no adverse impact on investor protection.
Added to the "final rule stage" list is the proposal on "Disclosure of Hedging by Employees, Officers and Directors." This rulemaking, which was initially proposed in February 2015 to implement Section 955 of the Dodd-Frank Act, had been on the long-term list last fall. It is interesting that the Chairman has chosen to add this rulemaking to the list. On the one hand, it is a relatively innocuous proposal that does not call for any burdensome level of disclosure. On the other hand, however, because the proxy advisory firms and institutional investors have taken an interest in hedging by insiders, many companies have already made voluntary disclosure of their hedging policies as a matter of good corporate governance. As a result, adoption of the rule is unlikely to have any meaningful impact, although it will allow the Commission to check this one off the Dodd-Frank mandate list.
We've previously blogged on "The Mentor Blog" about the growth in 3rd party litigation finance. Now, Kevin LaCroix blogs that legislation introduced by Senate Republicans would mandate disclosure of these financing arrangements. Here's an excerpt summarizing the bill:
On May 10, 2018, U.S. Senator Chuck Grassley, the Chairman of the Senate Judiciary Committee introduced The Litigation Funding Transparency Act of 2018, which would require the disclosure of litigation funding in class and multidistrict litigation in federal courts. The draft bill is co-sponsored by Senators Thom Tillis and John Cornyn.
The bill has two operative provisions, one applicable to class action litigation and the other applicable to multidistrict litigation. The gist of the bill is that it would require class counsel and counsel for a party asserting a claim in a multidistrict lawsuit to disclose to the court and all other parties "the identity of any commercial enterprise ... that has a right to receive payment that is contingent on the receipt of monetary relief ... by settlement, judgment, or otherwise."
The legislation also would require counsel to "produce for inspection or copying ... any agreement creating the contingent right." The mandated disclosure must take place not later than the later of ten days after execution of the agreement or the time of service of the action.
The Senate Judiciary Committee's press release announcing the bill's introduction notes that "third party litigation funding is estimated to be a multi-billion dollar industry but is largely unregulated and subject to little oversight, fueling concerns that such agreements create conflicts of interest and distort the civil justice system." The proposed legislation is intended to promote transparency & improve oversight by establishing a uniform disclosure rule that would apply to all class actions and MDL proceedings in federal courts.
Here's something that we blogged recently on CompensationStandards.com: A member of Congress is now using pay ratio data to examine income inequality. This study from Rep. Keith Ellison's staff (D-Minn) looked at pay ratios from 225 large companies that were responsible for employing more than 14 million workers. When it comes to "extreme gaps," it "names names" – and it also seems to assume that companies that excluded portions of their workforce were doing so to keep their ratio down.
This article describes the findings – here are the main ones:
1. Pay ratios ranged from 2:1 to 5000:1. The average was 339:1 – compared to 20:1 in 1965
2. 188 companies had a ratio of more than 100:1 – so the CEO's pay could be used to pay the yearly wage for more than 100 workers
3. Median employees in all but 6 companies would need to work at least one 45-year career to earn what their CEO makes in a single year
4. The consumer discretionary industry had the highest average pay ratio – 977:1
It's easy to become numb to high CEO pay when you work with it all the time and you're focused on the mechanics of programs and disclosures. This study is a reminder that no matter how useless pay ratio seems to companies, people outside of this field are paying attention – and they're synthesizing the data not just to compare companies, but to show that outsized executive pay is a pervasive issue that interests many.
As highlighted in Rep. Keith Ellison's study, the consumer discretionary industry is shaping up to have the highest average pay ratios – 977:1 among the S&P 500. That compares to a supposedly ideal ratio among consumers of 7:1, according to this study. And while the high numbers aren't surprising given the workforce for most of those companies, this WSJ article says it could impact their bottom line. Here's the high points:
A recent study found that consumers are significantly less likely to buy from companies with high CEO pay ratios. First, it found that sales declined for Swiss companies when their high pay ratios were publicized.
In a follow-up experiment, people had the chance to win a gift card to one of two retailers. In the absence of pay-ratio information, 68% of people chose one retailer's card and 32% chose the other. But when participants were informed that the first of those retailers had a 705:1 pay ratio and the second had a 3:1 ratio, just 44% of people chose gift cards from the first retailer while 56% chose the second.
It'll be interesting to see whether this holds true in "real life," where customers probably aren't looking at pay ratios at the same time they're making a purchase – and may not have the option to buy from a company with a 3:1 ratio. The lowest ratios we've seen for that industry are around 100:1.
By the way, here's this CNBC piece entitled "Companies with Closer CEO Pay Ratios May Generate Higher Profit Per Worker."
Here's something that we blogged recently on CompensationStandards.com: One of the big unknowns for the first year of mandatory pay ratio was whether companies would include supplemental ratios using a different methodology from the required rules. What situations would justify that extra effort? This Pearl Meyer blog notes that of the first 1039 companies to file proxies this year, only 99 have included a supplemental ratio. That's less than 10%. Here's what else they found:
– Most of the supplemental ratios were significantly lower than the required pay ratio.
– The desire to smooth out the impact of one-time or multi-year grants to a CEO was the most commonly occurring reason to provide a supplemental ratio.
– The most profound decrease from the required ratio occurred when companies provided a supplemental ratio that excluded part-time and seasonal employees.
– 14 companies provided a supplemental ratio that was greater than the required ratio, mostly likely to avoid a drastic increased ratio in 2019.
It's possible that supplemental ratios will become more common in the future, as companies try to explain year-over-year pay ratio changes...
We recently blogged about efforts by some of the nation's largest companies to get into the cyber insurance game. Now this Wachtell memo has some advice for those on the buy side about what they should consider when shopping for coverage. This excerpt addresses coverage for "preexisting conditions":
Companies should understand whether a policy will restrict coverage for breaches stemming from conditions existing at the time the policy is purchased. While sometimes explicit, such limitations can also be implicated through the use of a "retroactive date" for the start of coverage. As some cyber events are caused by a latent, sometimes long-existing, vulnerability in a company's infrastructure, this type of carveout could result in a significant gap in coverage.
Other topics include coverage of third party claims, the need to ensure that policy provisions are consistent with cyber-incident response plans, & coverage for data under the control of third parties. Don't forget to tune in to our "D&O Insurance Today" webcast on June 13th...
A lot of companies with European operations have been gearing up to comply with the EU's new "General Data Protection Regulation" or "GDPR." Some U.S. companies are undoubtedly asking, "so if we don't comply, what's the EU going to do?"
This Womble Bond Dickinson memo says that the answer depends on the particular circumstances of each company. Here's an excerpt:
– For US companies with a physical establishment in the EU – the GDPR can be enforced directly against them by EU regulators.
– For US companies subject to the GDPR that lack a physical presence in the EU – a local EU representative must be appointed unless an exemption in Article 27 applies. This EU representative may be held liable for non-compliance of overseas entities, although the contract with the representative may shift liability back to the US company.
– For US companies with no EU physical location or local representative – EU regulators will have to rely on US cooperation or international law to punish GDPR noncompliance.
Every few years, we survey annual meeting practices (we've conducted about a dozen surveys on this & related topics). Here's the results from our latest one:
1. To attend our annual meeting, our company:
- Requires pre-registration by shareholders – 16%
2. During our annual meeting, our company:
- We hand out rules of conduct that limit each shareholder's time to no more than 2 minutes – 30%
3.For our annual meeting, our company:
- Provides an audio webcast of the physical meeting, including posting an archive – 24%
4. At our annual meeting, our company:
- Announces the preliminary results of the vote on each matter (unless special circumstances
arise such as a very close vote) – 89%
5. For our annual meeting:
- Our CEO makes a presentation and takes Q&A from the audience – 90%
Please take a moment to participate anonymously in our "Quick Survey on Whistleblower Policies & Procedures" and our "Quick Survey on Political Spending Oversight."
Also see the transcript for our recent webcast: "Conduct of the "Annual Meeting."
We've been impressed by the FTC's use of its "Competition Matters" blog to provide antitrust guidance – and we've wondered why the SEC was so. . . well. . . "stodgy" in its approach to this kind of thing. Then this press release with the headline "The SEC Has an Opportunity You Won't Want to Miss: Act Now!" was blasted out with the following news (also see this WSJ article):
Check out the SEC's Office of Investor Education and Advocacy's mock initial coin offering (ICO) website that touts an all too good to be true investment opportunity. But please don't expect the SEC to fly you anywhere exotic—because the offer isn't real.
The SEC set up a website, HoweyCoins.com, that mimics a bogus coin offering to educate investors about what to look for before they invest in a scam. Anyone who clicks on "Buy Coins Now" will be led instead to investor education tools and tips from the SEC and other financial regulators.
So we clicked on the link, and we've got to say it's about the most out-of-character thing we've ever seen the SEC do – right down to having the Chief Counsel of the SEC's "Office of Investor Education & Advocacy" portray HoweyCoins.com's fraudster-in-chief.
We don't know that we'd put this on the same level with Andy Kaufman's stuff when it comes to performance art, but it's pretty good for government work!
In May, Broc celebrated 16 years of blogging on TheCorporateCounsel.net (note the DealLawyers.com Blog is nearly 15 years old – not shabby!). It's the one time of year that we feel entitled to toot our own horn – as it takes stamina & boldness to blog for so long. A hearty "thanks" to all those that read this blog. Here's a note from Broc:
Did you know that this is one of the oldest law blogs out there? When I started, nearly all of the few other lawyers that were blogging covered the marketing aspects of blogging – not substantive law. And since those folks wrote the "lists" that covered which lawyers were blogging, they frequently overlooked this blog because they tended to focus on marketing, not law.
Plus, the list compilers tended to be solo or small firm practitioners – they were nowhere near the securities law space. Bob Ambrogi compiled this list in 2007 of the first law bloggers – if he had placed us on the list, we would be the 8th blog to be started. And now we are the third oldest – only two of the 7 blogs started before us are still regularly active.
This blog still is overlooked by those handing out law blogging accolades. Our blog has long dropped out of the ABA's Blawg 100, even when this blog won the popularity contest the first year they allowed the public to vote (they discontinued public voting soon thereafter). The ABA's Blawg 100 list rarely includes securities law blogs – and their "Hall of Fame" doesn't contain a single blog devoted to securities law...
– A Small World After All: R&W Insurance in Cross-Border M&A
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Among other new additions, during the last month we have:
Posted the following:
SEC Commissioner Piwowar to Leave: SEC Commissioner Mike Piwowar – whose term expires in early June & who served briefly as Acting SEC Chair last year – will leave the SEC by early July, after serving nearly five years. Here's an excerpt from the WSJ article:
Mr. Piwowar's departure would leave the agency with four commissioners, meaning some votes could be deadlocked if the SEC's two Democrats oppose measures favored by Chair Jay Clayton, a Trump administration appointee. That could slow Mr. Clayton's progress on his priorities, which include stricter rules for brokers advising retail investors and lightening the regulatory burdens on public companies.
In theory, the White House and Senate could move quickly and nominate replacements for both Mr. Piwowar and Democratic SEC Commissioner Kara Stein, whose term ended last year. The Senate usually considers candidates for commissioners in pairs – one Republican and one Democrat.
Paul Leder to Leave Office of International Affairs: The SEC announced that Paul Leder, Director of the Office of International Affairs, will leave the agency in June.
Raquel Fox Names as Director of International Affairs: The SEC announced Raquel Fox will move from Corp Fin to the Office of International Affairs, succeeding Paul Leder as Director.
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