Compliance Archive

Oct 16, 2018
Why board resolutions mustn’t be forgotten
Recordkeeping can be a hassle: it costs money and time to maintain records. But it is a necessary and crucial part of every company. The failure to maintain proper records can have detrimental consequences on the validity of a company’s actions, particularly when that failure is the failure to properly document board approval of key company decisions. Every company that has a board of directors or board of managers – regardless of the company’s size, maturity ...
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Jul 31, 2018
CII lobbies directors over SEC’s transaction-fee pilot
The boards of almost 40 public companies face pushback over their apparent opposition to an SEC pilot scheme that would limit the rebates on transaction fees that are paid to market-makers by stock exchanges. The Council of Institutional Investors (CII) recently sent letters to directors of 37 publicly traded companies that the council says have submitted public comment letters opposing the pilot, with most support...
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Jul 12, 2018
Proxy adviser reform act begins Senate process
The US Senate Banking Committee began proceedings in late June to hear the Corporate Governance Reform Act – also dubbed the Proxy Advisory Reform Act – to see whether it can be passed before Congress’ mid-term elections in November. The House of Representatives passed the bill in December 2017. It is supported by a broad range of business groups, including NIRI, the Society for Corporate Governance, Nasdaq, the NYSE and the US Chamber of Commerce. The ...
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Jul 09, 2018
SEC’s transaction-fee pilot sparks lively debate
Issuers, investors and national stock exchanges are divided over the need for – and process behind the creation of – an SEC pilot scheme that would restrict the rebates on transaction fees that are paid to market-makers by stock exchanges. The SEC voted in favor of the transaction-fee (also called access-fee) pilot – Rule 610T of Regulation NMS – in March 2018. The proposed trial would last for up to two years and is intended to gather data about the impact ...
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Jul 05, 2018
Society backs governance reforms
The Society for Corporate Governance is backing legislative proposals that address proxy advisers and activist investors and, in doing so, are intended to encourage public ownership of companies. In testimony submitted to the US Senate banking committee last week, society president and CEO Darla Stuckey offers support for HR 4015, which has passed the US House of Representatives, and tackles proxy advisory firms that she describes as operating ‘with very little re...
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Jun 27, 2018
NY Fed chief urges focus on bank culture
The head of the New York Federal Reserve has called for bank boards to ensure their companies’ behavior and values are in good stead, regardless of successful financial performance, to help avoid a repeat of troubles that have plagued the industry and economy in recent years.   John Williams, who became president and CEO of the New York Fed earlier this month, spoke on his first day in office about the ‘urgent need to focus our attention on banking cultu...
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Jun 27, 2018
Nasdaq targets more attractive US public markets
It has been well documented that the number of US public companies has halved since its peak in 1997, with many potential reasons cited, including an increase in access to private funding, an uptick in M&A, the competitiveness of other global markets, and the regulatory burdens placed on US public companies. In May 2017 Nasdaq revealed its ...
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