Over 60 Leading Finance Economists Ask SEC to Revise the Shareholder Voting Draft Reform

We share the Commission’s concerns about concentration in the proxy advisory market. Yet, we disagree with the following proposed remedies: 1) forcing proxy advisors to share their opinions with managers ahead of time and 2) treating opinions on proxies as proxy solicitations. By increasing the cost of opining on proxy statements such proposals will only discourage new entry into the proxy advisory market and exacerbate the problem of market concentration in this sector.

 SECによる規則提案に対するパブリック・コメントです。会社法研究者だけでなく、経済学者も名を連ねています。

See also Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice

United States v. Blaszczak, 2019 U.S. App. LEXIS 38662, 2019 WL 7289753 (2d Cir. Dec. 30, 2019)

The court held that the “personal benefit” test for insider trading established by the Supreme Court in Dirks v. SEC does not apply to wire and securities fraud under Title 18 of the U.S. Code. Additionally, the court held that confidential government information constitutes “property” for the purposes of federal fraud statutes. The ruling will make it easier for the government to prosecute insider trading even when there is no clear benefit to the source who provided the information. (footnote omitted)

via TheCorporateCounsel.net, GD&C, S&C, Milbank, Akin Gump, WF&G, Andrew Vollmer, Alison Frankel, John C. Coffee Jr.