Earlier this week, Commissioner Peirce addressed a number of topics with the Council of Institutional Investors. Commissioner Peirce noted that the Securities and Exchange Commission remains focused on refining the securities offering and disclosure regime. She pointed to the Commission's proposed extension of the test-the-waters provision, as well as to the amendments to Regulation A making the exemption available to Exchange Act reporting companies. Commissioner Peirce noted that the Division of Corporation Finance continues to examine ways to streamline the disclosure process—presumably as part of the disclosure effectiveness initiative. She expressed reluctance in interfering in a company's selection of dual-class share structures and commented favorably on the CII's joint op-ed with the Business Roundtable on stock buybacks, suggesting that she would advocate reliance on market forces to reward or penalize companies that engaged in stock repurchases. Commissioner Peirce also tackled mandatory arbitration provisions, as to which she also suggests that the public should decide whether to invest in a company the charter provisions of which contain mandatory arbitration provisions. Finally, Commissioner Peirce raised concerns regarding the CII's push for new types of disclosures, including information about board members' personal characteristics. As we had previously blogged, the Commission Staff had released C&DIs on disclosures regarding director qualifications. Commissioner Peirce expressed concerns that "making directors' personal characteristics an item of expected disclosure may have unintended consequences, among them invasion of board members' privacy and an undue focus on personal features that may have little relation to talent as a director." She also noted that the focus on ESG disclosures by a number of groups may be at odds with the Commission's focus on materiality as a guidepost to disclosure requirements. The full text of the Commissioner's remarks may be found here: https://www.sec.gov/news/speech/speech-peirce-030519.
Visit us at mayerbrown.com
Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.
© Copyright 2019. The Mayer Brown Practices. All rights reserved.
This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.
