April 21, 2017

Financial Choice Act 2.0: Discussion Draft & Hearing

We now have a 593-page discussion draft of the revised version of the “Financial Choice Act,” which Broc previewed a few days ago. Check out Steve Quinlivan’s summary of a couple key sections (also see this Cydney Posner blog):

Section 845 of the Act would prohibit the SEC from requiring the use of a universal proxy. It states “The Commission may not require that a solicitation of a proxy, consent, or authorization to vote a security of an issuer in an election of members of the board of directors of the issuer be made using a single ballot or card that lists both individuals nominated by (or on behalf of) the issuer and individuals nominated by (or on behalf of) other proponents.”

Section 844 of the Act would drastically alter the shareholder proposal rules. The Act would require the SEC to eliminate the option to satisfy the holding requirement by holding a certain dollar amount, require the shareholder proponent to hold one percent of the issuer’s voting securities and increase the holding period from one year to three years.  It would also increase thresholds for resubmission of proposals. Interestingly, it would also prohibit the common practice of having a proxy submit a proposal on behalf of a shareholder.

The House Financial Services Committee will hold a hearing on the bill next Wednesday…

A Few New Cover Pages For You…

Recently, the SEC changed the cover pages for most ’33 Act & ’34 Act forms by adding a box relating to “emerging growth companies.” Hat tip to Bass Berry’s Jay Knight for providing these new cover pages in Word:

Form 8-K
Form 10-K
Form 10-Q

Director Viewpoints: Changing Domestic Strategies & More

The annual “What Directors Think” survey – by Corporate Board Member/Spencer Stuart – addresses a wide range of topics ranging from deregulation & tax policy to the board’s role in long-range strategic planning & cybersecurity. Key findings include:

– While a full third of board members agreed Dodd-Frank should be completely repealed, the majority (58%) argued in favor of tweaking only certain provisions.

– Half of the respondents believe a one-time deemed repatriation of 10% on offshore profits would support their company’s domestic growth.

– Two-thirds of directors said it is unlikely they’ll adjust their global strategy over the near term, though 46% speculated about the likeliness of doing so domestically.

– Thirty-nine percent of directors said they discuss cybersecurity at every meeting, a slight uptick from the 35% reported six months earlier.

– Four out of 10 respondents reported their board has at least one director with cyber expertise, with an additional 7% who are in the process of recruiting one.

– Only 8% of directors reported being in favor of federal regulations for overboarding.

Liz Dunshee