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US SEC will not interfere with shareholder proposals, worry activists

Investor activists are worried about the loss of influence after the top U.S. financial regulatory agency made its decision permanent to "cease judging" whether companies can exclude shareholder resolutions at annual meetings. The Securities and Exchange Commission of the United States announced a change that extends the freeze put in place by the Securities and Exchange Commission last November to decide whether or not to approve corporate requests for voting to be skipped on shareholder proposals.

These letters were referred to as "no action" letters, because they responded to corporate requests that the agency not take any action if executives refused votes on proposals which often dealt with hot-button topics like carbon emissions and?workforce diversification.

Executives claimed that such measures could micromanage or focus on ordinary business not worthy of attention by investors. In a website statement, the SEC said that the latest'move' will allow the Division of Corporation Finance to focus its resources on a more comprehensive review of filings. The SEC said that it had created a "extensive set of guidelines" on whether shareholder proposals should be excluded or not.

Nobody is happy with the change. It hasn't had much of an impact yet. Freshfields, a law firm, found that 66% of all known proposals had been placed on proxy votes as of 15 June. This compares to 59% of the previous year. Few people are happy with the current status quo. Paul Atkins, the SEC chairman, called CEOs in July "lackadaisical", for not using tools such as this new policy. Investor activists claim they have to sue to get votes on certain items.

"Instead, investors will have to consider other options when a company unilaterally excludes a resolution that has inadequate arguments," Tim Smith, senior advisor for the Interfaith Center on Corporate Responsibility, which includes resolution filers, said. Marc Lindsay, managing director of corporate governance for consulting firm Jasper Street Partners said that while the change on Friday was expected, it increases the risk of litigation for companies who exclude?proposals. He said that five of six lawsuits brought over exclusions resulted in favorable outcomes for the proponents.

Lindsay stated that "while litigation is not common, the distractions and costs it can cause are a real concern to companies who consider exclusions. And?it could be worse by 2027."

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(source: Reuters)