Whitepapers

Intelligize is pleased to offer a number of free whitepapers. Please select the whitepaper you would like, submit the form, and you will be redirected to the document. Thank you for your interest in Intelligize.

In June 2014, Intelligize, Inc. commissioned ALM to do an online reader survey in order to gain insight into public companies’ current experience during the 2013-14 proxy season. The survey asked individuals at 77 public companies about topics such as shareholder proposals, SEC comments and disclosure requirements. Based on the results, along with interviews with some proxy experts, this paper will illustrate key trends, expound on lessons learned, and discuss some best practices for companies to employ during proxy season.

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In an effort to provide the most comprehensive look at how the SEC regulatory process works, Intelligize analyzed disclosure surrounding this rapidly growing area to see how effective the government agency has been in confronting cybersecurity.

At the beginning of the proxy season, company shareholders can submit shareholder proposals, petitioning to have their proposals included in the company’s proxy statement and voted on at the annual meeting. The proxy statement is required by the Securities and Exchange Commission (SEC) when a company solicits shareholder votes. The definitive proxy statement is filed in advance of the annual meeting and includes the agenda of items to be addressed at the meeting. In many cases, companies seek to have these proposals nullified by the SEC through the No-Action process, in which a company asks permission to omit the proposal from the proxy statement. A company could wish to omit a shareholder proposal for a number of reasons. Perhaps the proposal is outlandish and nearsighted to the company’s goals and mission. A proposal could contain details of a company’s business model that could be used by competitors and peer companies, or could draw unwanted attention to discord among shareholders. For many complex reasons, companies submit hundreds of requests for No-Action Letters to the SEC every year. In 2013 – 2014 proxy year, 901 shareholder proposals were submitted to the SEC. In the 2014 – 2015 proxy year, the number of submitted shareholder proposals rose to 943.

On April 13, 2016, the SEC voted to issue a 341-page Concept Release to revisit and seek public comment on the business and financial disclosure requirements of Regulation S-K. The Concept Release focuses on whether the business and financial disclosures required in periodic reports and registration statements continue to provide information that is important to a modern investor. This lengthy, complex concept release is a tall order and comes on the heels of a conversation on Disclosure Effectiveness reaching decades into the history of the SEC. This muck of redundancy and stagnant, boilerplate language stands in direct opposition of the purpose of disclosure: providing investors with the information they need to make informed investment and voting decisions.

While considering the breadth of the hundreds of requests for comment made within the concept release, one thing becomes clear: the reach of disclosure effectiveness could graze all corners of the business and finance sphere. This whitepaper will take 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.