Allison Herren Lee is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent Keynote Address at the 2021 Society for Corporate Governance National Conference. The views expressed in the post are those of Commissioner Lee, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
“You Cannot Direct the Wind, But You Can Adjust Your Sails”
Good morning and thank you for the invitation to speak today at the Society for Corporate Governance 2021 National Conference. I’m impressed with your full and informative agenda over the next few days, and I appreciate the important work you do in supporting company boards and executives.
I also appreciate your engagement in the SEC’s policymaking process, including your recent letter in response to the request for public input on climate change disclosures. In fact, we’ve received thousands of comments in response to that request, but we hardly need that statistic to understand that the subject of climate risk and our financial markets, and ESG more broadly, is top of mind in board rooms and c-suites around the globe.
Increasingly, boards of directors are called upon to navigate the challenges presented by climate change, racial injustice, economic inequality, and numerous other issues that are fundamental to the success and sustainability of companies, financial markets, and our economy. This call, welcomed by some and eschewed by others, is attributable in part to the large and growing influence that corporations hold over the social and economic well-being of people and communities everywhere. A study from 2018, for example, showed that 71 of the top 100 revenue generators globally were corporations while only 29 were countries. In other words, corporations—in many cases U.S. corporations—often operate on a level or higher economic footing than some of the largest governments in the world. That is a dynamic worthy of reflection—and one that drives home the weighty consequences and obligations associated with some corporate decisions.
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Comments to the Proposed Amendments to Require the Use of Universal Proxies
More from: Steve Wolosky, Olshan Frome Wolosky
Steve Wolosky is partner at Olshan Frome Wolosky LLP. This post is based on his comment letter to the U.S. Securities and Exchange Commission. Related research from the Program on Corporate Governance includes Universal Proxies by Scott Hirst (discussed on the Forum here).
Olshan Frome Wolosky LLP (“Olshan”) is pleased to submit its comments to the proposed amendments to the federal proxy rules to require the use of universal proxies in non-exempt solicitations in connection with contested elections of directors as described in Release No. 34-79164 published by the Securities and Exchange Commission (“SEC”) on October 26, 2016. We commend the Staff for reopening the comment period pursuant to Release No. 34-91603 (the “Release”) given the passage of time since the initial comment period and continued interest and discourse among market participants on this topic.
Olshan’s Shareholder Activism Practice Group is widely recognized as the nation’s premier legal practice in representing activist investors in contested solicitations. We have vast experience counseling clients on a wide variety of activist strategies, from election contests, consent solicitations and hostile takeovers to letter writing campaigns and behind-the-scenes discussions with management and boards of directors. We are consistently ranked as the leading legal advisor to activist investors by various publications that cover shareholder activism, including Activist Insight Monthly, The Deal Activism League Table, FactSet SharkRepellent, The Legal 500 United States Guide, Bloomberg Activism Advisory League Table and Refinitiv Global Shareholder Activism Scorecard. In 2020, our firm advised on 111 activist campaigns, or 74 more campaigns than our next closest competitor, according to Bloomberg’s Activism Advisory League Tables. We believe our position as the leading law firm in the shareholder activism arena gives us unique insight and perspective into the proxy process and the proposed legal, procedural and policy considerations underlying the universal proxy rule proposal.
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