SEC new rules add hurdles for shareholder campaigns and greatly disenfranchise retail investors

24 Sep, 2020 04:58
source: Singularity Financial

Singularity Financial Hong Kong September 24, 2020 – 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, according to Bloomberg’s latest report on the issue.

Under the new rules, the value of stock that an investor needs to hold to submit a plan will generally increase. The level of support needed to resubmit failed proposals also will increase.

Commissioners voted 3-2 to pass a final rule requiring shareholders to hold $25,000 stock for a year, up from $2,000 currently, to submit proposals for a vote at annual meetings. The threshold will fall to $15,000 after two years of ownership and back to $2,000 after three years.

“It’s all about having a credible demonstration that the proponent’s interests are aligned with all of the others’ interests from an investment or ownership standpoint,” SEC Chairman Jay Clayton said on a media call, the Wall Street Journal reported. Executives and large shareholders had protested that the current threshold was too accommodative to activist investors and sent comment letters in favor of the change. They include Vanguard Group Inc., the CEO-led Business Roundtable and the U.S. Chamber of Commerce.

Democratic Commissioner Allison Herren Lee, who voted against, noted that the new rules “will not serve markets well…this will restrict shareholder rights.” She said the new rules will mostly impact small investors, adding, “Retail investors will be greatly disenfranchised… the rights of smaller investors is valued at zero.”

Investor advocates also weighed in.

“The SEC’s rule demonstrates a failure to comprehend that [Environmental, Social and Governance] issues, including climate change, increasingly have material impacts on company value,” said Andrew Behar of As You Sow, a nonprofit, ESG-issue expert that often represents shareholders on a range of material issues. “The commission’s rule will actively impair the right of retail shareholders to communicate publicly with their companies on these critical issues.”

The regulatory body also approved amendments to the rules governing monetary awards made to corporate whistleblowers, giving the agency additional flexibility in setting amounts, proponents argued.

Commissioners voted 3-2 to approve the amendments, with Herren Lee and fellow Democratic member Caroline Crenshaw opposing.

Those in favor said the new rules would add clarity to the SEC’s decade-old whistleblower program and bring efficiency and transparency to the award-determination process.

The final rule doesn’t include a controversial plan to let commissioners reduce awards in cases where penalties are $100 million or more. Whistleblowers are now eligible to get 10% to 30% of the amount collected in enforcement cases where penalties exceed $1 million.