Activist investors continue to make liberal use of the SEC’s Rule 14a-8 to submit proposals for inclusion in company proxy statements. One of the most important shareholder trends to emerge from 2018 is the increasing involvement and support of large institutional investors in certain campaigns. Crisis management was one area in particular that institutional investors prioritized and sought disclosure on in 2018. Highly charged current events such as the MeToo Movement, the opioid crisis and the debate over gun safety, for example, have led shareholders at some of the largest retailers and manufacturers to urge greater disclosure on the reputational risks of these issues.
In a recent speech, Securities and Exchange Commission (“SEC”) Chairman Jay Clayton summarized a number of regulatory priorities for 2019 that may interest retailers. Clayton began the speech looking back on 2018’s accomplishments, then spent the bulk of his time discussing planned rulemaking efforts in the coming year.
On August 17, 2018, the Securities and Exchange Commission (“SEC”) voted to adopt amendments to duplicative, overlapping, outdated or superseded disclosure rules for public companies. The new rules take effect on November 5, 2018 and are effective for all SEC filings made on or after that date. Continue Reading New SEC Disclosure Standards Effective November 5
A recent Supreme Court ruling regarding sales taxes and new tariffs on Chinese imports instituted by the Trump administration will impact many retailers, which could in turn have an effect on M&A activity in the retail industry. Continue Reading SCOTUS Tax Ruling and New Tariffs Could Affect Retail M&A Activity
As detailed in our recent client alert, the Securities and Exchange Commission (“SEC”) recently proposed or adopted several rules of interest to retailers, particularly those that are publicly traded. They concern (1) final rules modernizing the definition of “smaller reporting company” (“SRC”), (2) final rules implementing the use of Inline eXtensible Business Reporting Language (“XBRL”) and (3) proposed rules amending the SEC’s whistleblower program. Continue Reading SEC Rulemaking Activity of Interest to Retailers
As the 2018 proxy season is winding down, some trends have begun to emerge regarding CEO pay ratio disclosure, shareholder proposals and virtual shareholder meetings. Continue Reading 2018 Proxy Season Update
In recent years, publicly traded retailers have experienced a significant uptick in interest from investors focused on Environmental, Social and Governance (“ESG”) issues. On April 23, 2018, the Department of Labor (“DOL”) released Field Assistance Bulletin 2018-01 (the “FAB”). The FAB applies to certain retirement plan fiduciaries who make investment and proxy voting decisions that derive from ESG concerns, and may impact investor behavior at public retailers.
At the end of February, the SEC staff issued a No-Action Letter to Dunkin’ Brands Group, Inc., permitting the company to exclude a shareholder proposal under Rule 14a-8(i)(5), often referred to as the economic relevance exception. This is the first no-action relief granted under the rule since the SEC issued Staff Legal Bulletin No. 14I (“SLB 14I”) on November 1, 2017, and it could have implications for other retailers seeking to exclude shareholder proposals under the rule in the future. Continue Reading SEC Staff Permits Exclusion of Shareholder Proposal Under Economic Relevance Exception
This was a breakout year for blockchain, the technology providing the platform for cryptocurrencies and the emerging market for initial coin offerings and token sales. With bitcoin capturing headlines because of its soaring price, blockchain’s impact is often misunderstood as narrowly affecting the financial sector. Hunton & Williams LLP’s corporate lawyers Scott H. Kimpel and Mayme Beth Donohue discuss with Law360 why “retail and consumer products companies can no longer afford to ignore blockchain as a passing trend.”
The Initial Coin Offering (“ICO”) market exploded in 2017 with almost $4 billion of investments. Securities regulators in the United States have responded first with a series of public warnings and, more recently, by bringing enforcement actions against promoters of ICOs and other digital currency investments. We survey some of the recent regulatory developments in this rapidly evolving field. Continue Reading Securities Regulators Expand Oversight of ICO Market and Digital Currency