Whitepapers

December 10, 2020

2021 Playbook on ESG Shareholder Proposals

Black Lives Matter. Raging wildfires. A deadly pandemic. A bitter election.

The issues dominating American life in 2020 related closely to environmental, social, and governance topics. The same could be said of the 2020 proxy season, during which shareholder proposals on ESG topics received record levels of support. In Intelligize’s latest report, we take a deep dive into three “social” proposals that found success at multiple public companies in the 2020 proxy season, and glean insights for the proxy season to come.

The report is our 2021 Playbook on ESG Shareholder Proposals, which we released today. It includes multiple broad lessons from 2020 that we expect to have continued relevance in 2021 and beyond. It was clear, for instance, that when evaluating ESG proposals, voters favored arguments backed by data and showed considerable skepticism of lofty corporate rhetoric that went unsupported by cold hard facts. This proved a bane to companies that spoke at length about their commitment to diversity, but cited little concrete evidence of it.

Diversity is one of the three topical proposal subjects that our report examines. The others are human capital and political spending. In each area, the report analyzes multiple votes in detail, and identifies some takeaways for 2021. Here’s a quick sampling:

  • Diversity: We’re past the point at which public companies can or should argue about the benefits of diversity in workforces or on boards. Any arguments along those lines will reflect poorly on a company that makes them.
  • Human capital: The SEC has begun to require disclosure on this trendy topic under Regulation S-K, and additional disclosures related to executive compensation and other areas may be on the horizon.
  • Political spending: Shareholders consistently punished companies that had been rated poorly by third parties on political transparency.

Looking ahead to the SEC in a Biden administration, the report singles out a few issue areas that could be subject to quick action: a potential rollback of the stock-ownership requirements in Rule 14a-8, enhanced environmental disclosures, and a shift away from principles-based disclosure rules. These expected changes may not come in time to impact the 2021 proxy season, but they will definitely be relevant to ESG proposals for years to come.

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October 1, 2020

Only fools rush in: A study of SEC comment letters on lease accounting

Nearly two years after the implementation of a radical change to the rules governing how companies must account for all leases (ASC 842), data indicates that the SEC has yet to make strict enforcement a priority.

So our experts decided to take a look at the SEC’s enforcement through related SEC comment letters. Leveraging the Intelligize platform, our experts analyzed every publicly available comment letter thread related to ASC 842 since its inception through August 31, 2020.

Download the report for key insight into who the SEC targeted, what it wanted to know and how long resolution took.

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May 19, 2020

Proof of concept: an Intelligize report on virtual annual shareholder meetings

This proxy season, an unprecedented number of public companies adopted a virtual format for their annual shareholder meetings. They had no choice.

But was the shift to virtual meetings, like the pandemic itself, a one-time event with limited relevance for the future? Or will the fears of holding a virtual meeting never loom as large again, now that so many companies have done it?

Download the report today for an analysis of this year’s trends and recommendations going forward.

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February 25, 2020

Analysis of 2019 unicorn IPOs

See the offering trends and other important developments in unicorn IPOs from last year.

Between successful IPOs like Beyond Meat, and the IPO that never was from WeWork, Alyson Clabaugh, Erin Connors and Rob Peters examine offering trends, ESG disclosure and accounting standards across unicorn IPOs from 2019 in our second unicorn IPO report.

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January 21, 2020

2020 playbook on ESG shareholder proposals: Evaluating last year’s proxy vote results

Carry last year’s proxy vote results into this season with our 2020 playbook on ESG shareholder proposals.

Here, Intelligize’s Alyson Clabaugh, Erin Connors and Rob Peters examine nine 2019 ESG proposals that received strong shareholder support in order to develop a “playbook” of sorts for companies facing similar pressures going forward.

Given new uncertainty over the no-action letter process to exclude proposals, companies must be prepared to take shareholder proposals all the way to a vote. When they do, they can expect a tougher fight than ever.

Download the playbook today to ensure you know the right plays to call.

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October 4, 2019

Critical Audit Matters: Public Company Adaptation to Enhanced Auditor Reporting

Based on data from the August 2019 survey of 171 compliance specialists at public companies, our report illustrates how public company compliance officials are adapting their own corporate disclosure and processes to comply with the PCAOB’s critical audit matters (CAMs) rule change.

What company-drafted language might change in the next annual report? Which company representatives engaged with the auditing firm as part of so-called “dry runs?” How long did that process take? Should auditors be talking to investor relations teams? Our survey report provides critical insight into these and other questions.

Download the report to gain more insight into how public companies are preparing for reporting CAMs.

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August 22, 2019

Impact of New Revenue Recognition Standards on Public Companies, Part II

Part II of Intelligize’s revenue recognition (Topic 606) research series checks back in on the early adopters discussed in Part I to see how the adoption process has gone, and where SEC review has focused for both early and standard adopters.

In this whitepaper, Intelligize’s Rob Peters and Erin Connors leverage public company filings, SEC correspondence and other data available on the Intelligize platform to detail the Commission’s investigative priorities and highlight significant compliance trends.

Download the whitepaper today to gain more insight into what the SEC wanted in companies’ Topic 606 disclosures.

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April 30, 2019

No-Action Letter Citation: Analyzing Excluded Shareholder Proxy Proposals

More than half of all shareholder proxy proposal exclusions allowed by the SEC are based on Rules 14a-8(i)(7) and 14a-8(i)(10), according to research and analysis in our new report.

In this special report, Intelligize’s Rob Peters and Alyson Clabaugh leverage public company filings and SEC correspondence available in Intelligize’s No-Action Letters database to examine and visualize discernible and instructive trends over the last three years in companies’ ability to exclude certain shareholder proposals from proxy materials – particularly those relating to environmental, social and governance (ESG) issues.

Download this special report today to gain more insight into which methods of securing shareholder proposal exclusions through the no-action letter process have proven to be most effective.

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April 9, 2019

The Impact of Social, Political and Data Privacy Issues on M&A Transactions

Social, political and privacy issues have become increasingly relevant factors in M&A due diligence, according to research and analysis in our new report.

In this special report, Intelligize’s Rob Peters and Alyson Clabaugh leverage public company filings and transaction documents available in Intelligize’s M&A application to examine and visualize the growing significance of three discrete factors – cybersecurity risk, the #MeToo movement and foreign investments in the United States.

Download this special report today to gain more insight into these representation trends you may need to consider.

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February 25, 2019

Analysis of Initial Public Offerings for Companies Valued at $1 Billion or Higher

In the process of assembling our inaugural Unicorn IPO Report, we discovered something surprising. We set out to investigate “unicorn” companies, the modern reference to private companies with valuations exceeding $1 billion (our full criteria for what constitutes a unicorn company may be found in the Methodology section of this report). While the number of unicorns has been growing over time, they are named for their scarcity. And they remain rare indeed. As 2019 began, just over 300 of them existed in the world.

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November 5, 2018

Impact of Revenue Recognition Standards on Public Companies, Part I

U.S.-based public companies are choosing the less onerous (but riskier) of two possible methods for complying with new standards for recognizing revenue from customer contracts. Nearly 12 years in the making, the new rules cut across all industries and have been called the regulatory change with the most profound impact on corporate finance since the Sarbanes-Oxley legislation at the start of the century.

In this whitepaper, Intelligize Senior Director, Rob Peters, explores the impact of the new revenue recognition standards on public companies, and the SEC’s approach to enforcing them.

This whitepaper contains:

  • An overview of revenue recognition changes
  • Results from early and standard adopters of the new rules
  • An analysis of the SEC’s response to adopters of the standard

Listen to the January 31, 2019 edition of the “CPA Conversations” podcast to hear more from Intelligize on this topic.

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December 5, 2017

The Cyber Risk Disclosure Groundswell: Corporate Governance Response in the Specter of SEC Oversight

The threat of cybersecurity breaches has evolved from a matter of “if” to “when” for corporations and government entities around the globe. While more public companies have come forward to disclose cybersecurity as a risk factor in recent years, still less than half (38%) of U.S. public companies cite cybersecurity as a risk factor in their annual and quarterly SEC filings. See what lies ahead, and learn about the consequences of improper – or a lack of – disclosure in our free whitepaper.

This free whitepaper explores the far-reaching effects of cyber breaches, including:

  • Why companies are increasingly reporting cybersecurity as a risk factor
  • Cybersecurity in the Boardroom & the GC’s office
  • Possible SEC guidance on disclosure
  • The possible ramifications of a breach
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July 11, 2017

The Earnings Call: When Investor Relations Officers Prove Their Worth

The Earnings Call is arguably the single most important point of contact between a public company and the market. A wrong word, phrase or poor explanation could cause your stock price to tumble.  Enter the Investor Relations Officer, the unsung hero of earnings calls.

Intelligize Chief Strategy Officer, Phil Brown, explores the modern earnings call and identifies the sheer volume of information IROs must consider when preparing.

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July 4, 2017

Special Report: Snap Judgment on Non-Voting Shares in an IPO

Non-voting shares are nothing new in the world of capital markets, but never before have they been the security on sale in an IPO. They hadn’t been, that is, until Snap. Inc. sold $3 billion of non-voting shares in a splashy IPO that gave the capital markets industry a welcome reminder of the glory days of old. But much remains unknown about shareholder experience with non-voting shares, leaving open the question of whether Snap’s IPO will, in retrospect, look more like a harbinger of further initial offerings of non-voting shares, or a “fool me once” event that wise investors will steer clear of in the future.

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May 23, 2017

Analyzing the Fallout from Yahoo’s Cybersecurity Breach

A lot can be learned from how Yahoo reacted to and managed its cybersecurity challenges.

In this special report, Intelligize analyzes:

  • Yahoo’s recent disclosure around the findings of its investigation
  • Details of the various cybersecurity breaches that implicated Yahoo’s management team
  • Ensuing disciplinary actions undertaken against the C-suite and the legal team

Yahoo’s embattled position around exposure to cybersecurity illustrates the ramifications that develop if there are insufficient safeguards and response plans in place in an environment in which cybersecurity risks continue to grow exponentially.

This report explores the wide-ranging impact that easily encompasses M&A deal due diligence, cybersecurity liability insurance, litigation and shareholder reaction.

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May 12, 2017

Understanding Disclosure Effectiveness

The reach of disclosure effectiveness could graze all corners of the business and finance sphere. This whitepaper takes a balanced. insightful look at disclosure effectiveness. considering its immediacy, its roots, and how it is already projected to affect corporations. law firms, accounting firms, and the shareholders who invest in them.

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