Scott H. Kimpel

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At the end of February, the SEC staff issued a No-Action Letter permitting a company to exclude a shareholder proposal under Rule 14a-8(i)(5), often referred to as the economic relevance exception. This 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

The Initial Coin Offering 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

On September 21, 2017, the Securities and Exchange Commission (“SEC”) and the staff of the SEC’s Division of Corporation Finance issued interpretive guidance to assist public companies with complying with the “pay ratio” rule and to address compliance concerns with respect to the rule’s flexible framework. According to the SEC press release, “[the] guidance on…

On September 8, 2017, New York City Comptroller Scott Stringer and the New York City Pension Funds announced the second phase of their Boardroom Accountability Project, which will focus on board diversity and composition. Stringer sent a letter to the nominating and governance committee chairs of 151 portfolio companies held by the New York City Pension Funds, requesting board engagement regarding the director refreshment process and disclosure of a director qualification matrix that identifies directors’ relevant skills and experience and their gender and race/ethnicity. The list of companies included several major retailers and consisted of companies that have adopted proxy access in response to shareholder proposals from the NYC Pension Funds and those where the NYC Pension Funds’ proxy access proposals received majority support in 2017. 
Continue Reading New York City Comptroller Launches Boardroom Accountability Project 2.0

Development International recently published its third annual report summarizing U.S. public company conflict minerals reports filed on Form SD for reporting year 2016. Although the report advances a very narrow reading of the recent D.C. Circuit case striking down part of the SEC conflict minerals rule, it otherwise provides a wealth of statistical information about the most recent round of Form SD filings. This information can be useful to retailers benchmarking their own Form SD reporting as well as the Form SD reporting of key suppliers.
Continue Reading Conflict Minerals Reporting in 2017

When say-on-pay was introduced under Dodd-Frank, there was a requirement that companies conduct say-on-pay frequency votes every six years for shareholders to decide whether say-on-pay votes should be held every one, two or three years. Companies first held say-on-pay frequency votes in 2011, so for many companies the 2017 proxy season is the first time that shareholders have revisited the matter since then. …
Continue Reading Shareholders Show Strong Preference for Annual Say on Pay Votes