Is the “Stakeholder” Movement Already Dead?
Last week marked the one-year anniversary of the Business Roundtable (BRT) statement on corporate purpose. You remember it – the announcement that s...
Issuers Get Proactive in Disclosing Wells Notices
When an issuer gets a “Wells Notice,” it must ask itself two questions. The first is “what’s my lawyer’s phone number?” After all, getting...
The Proxy Adviser Strikes Back
It’s one of the defining conflicts in corporate governance today: the attempt to constrain the behavior of public companies by non-governmental “s...
At SEC, Ordinary Business Gets Unusual
The SEC calls it “ordinary business.” But lately, it hasn’t felt too usual.
On Oct. 16, the SEC Division of Corporation Finance, aka CorpFin,...
“Test-the-Waters” Rule Lets Companies Dip a Toe in IPOs
It has been a rough year for IPOs, as highly touted offerings keep flopping. Ride-sharing service Uber Technologies Inc. has seen its stock price fall...
Business Roundtable Statement Spurs Lively Debate
For decades, corporations in the United States have enjoyed the luxury of operating with a single-minded focus on creating shareholder value. They’v...