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Article

23 Sep 2020

Auteur:
Ben Bain, Bloomberg Law

CEOs notch win as SEC adds hurdles for shareholder campaigns

U.S. companies notched a big Trump-era win Wednesday as regulators made it harder for small-time shareholders to put forth proposals aimed at cracking down on excessive pay, climate change and other corporate governance concerns.

The Securities and Exchange Commission rules overhaul follows years of C-suite complaints that proxy regulations are outdated and play into the hands of dissident shareholders. But investor advocates, religious groups and proponents of what’s known as environmental, social and governance, or ESG, investing argue the changes are a gift to business lobbyists that will muzzle corporate critics.

... In a response to a question about concerns expressed by ESG advocates, SEC Chairman Jay Clayton told reporters ahead of the meeting that the requirements that smaller shareholders hold stock for longer before submitting plans was “not much of an incremental cost, and it provides a demonstrable alignment of interests.” He added that he was “completely comfortable that this was done by the staff in a content neutral way.”

... Vanguard Group Inc., the Business Roundtable and the U.S. Chamber of Commerce wrote letters in support of the plan. The Council of Institutional Investors, the Presbyterian Church (U.S.A.) and Neuberger Berman were among those commenting in opposition.