ARTICLE
20 October 2021

CII Supports Draft Bill On Listing Standards For Multi-Class Stock Companies

CW
Cadwalader, Wickersham & Taft LLP

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Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
CII also highlighted investor comments by investors and others supporting the bill.
United States Finance and Banking

In a letter to the House Financial Services Committee, the Council of Institutional Investors ("CII") reiterated its "strong support" for a House bill that would amend the Exchange Act to limit non-proportional voting power and establish board diversity listing standards for multi-class stock companies. CII also highlighted investor comments by investors and others supporting the bill.

In a previous comment letter, CII noted provisions of the draft bill that would positively impact corporate performance, including:

  • a seven-year or less "sunset" on listed issuers having multi-class stock, which would be consistent with previous CII petitions to the NASDAQ Stock Market LLC("Nasdaq") and NYSE; and
  • disclosure of voluntary self-identification data on a variety of diversity characteristics, which would build on the SEC's approvalof two Nasdaq rule proposals on board diversity.

As previously covered, the U.S. House Financial Services Committee considered the bill at the SEC's oversight hearing.

Primary Sources

  1. CII Comment Letter: Chairwoman and Ranking Member of Committee on Financial Services
  2. CII Comment Letter: Chairwoman and Ranking Member of Committee on Financial Services

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