Tag Archives: Scott H. Kimpel

Shareholder Activism at Retailers in 2018

Once the sole province of hedge funds and special interest groups, many mainstream institutional investors have now also embraced a more activist perspective with regard to their portfolio companies. Activist interest in prominent retailers show that the retail sector is not immune. … Continue Reading

Securities Regulators Expand Oversight of ICO Market and Digital Currency

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

SEC Issues Guidance on CEO Pay Ratio Rule

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 … Continue Reading

New York City Comptroller Launches Boardroom Accountability Project 2.0

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 … Continue Reading

Conflict Minerals Reporting in 2017

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

Shareholders Show Strong Preference for Annual Say on Pay Votes

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

An Increasing Number of Proxy Challenges Focus on Equal Pay

As media outlets recently highlighted Equal Pay Day on April 4, 2017, publicly held retailers should be aware that the focus on pay equity is becoming increasingly popular among activist shareholders. This proxy season, more than 20 publicly traded companies are facing shareholder proposals at their annual meetings to vote on whether they should research and report on pay gaps by gender and race. … Continue Reading

2017 Conflict Minerals Update

With less than two months before the deadline for public companies to report to the SEC on the inclusion of conflict minerals in their products, the U.S. District Court entered a final judgment in the litigation surrounding the SEC conflict minerals rule. Continue reading for a summary of legal developments over the past year and compliance suggestions for next year.… Continue Reading

Hunton Launches Sustainability and Corporate Clean Power Initiative

On January 9, 2017, Hunton & Williams LLP announced the formation of a global cross-disciplinary legal team to advise retailers, manufacturers, corporations and investors on issues related to sustainability and efforts to increase utilization of renewable energy in connection with clean power procurement goals.… Continue Reading

NFC Chips: The Simplest Form of Smart Packaging

As retailers continue to look for new and innovative ways to maintain communication and "touch points" with their customers, many are looking to technology-infused or "smart" packaging and advertising materials. There are many ways to drive customer interaction and web traffic through smart packaging and advertising materials, including through the use of hyperlinks, quick response codes and near field communication chips. … Continue Reading
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