CIRCA updated comment letter on position reporting of large security-based swap position and modernization of beneficial ownership
CIRCA submitted an updated comment letter to the SEC in light of the standard for court review of federal regulations recently articulated by the U.S. Supreme Court in West Virginia v. Environmental Protection Agency. The letter highlights the ways in which the Court’s holding makes clear that the Proposed Rules, if adopted in their current form, could be subject to invalidation by a court as ultra vires. Rather than adopt rules that are susceptible to invalidation because the agency lacks clear statutory authority to adopt them, CIRCA urges the SEC to withdraw the Proposed Rules or revise them to be consistent with SEC’s clear and explicit legislative remit.
CIRCA comment letter on the proposed amendments to Section 13 Rules
CIRCA submitted a comment letter to the SEC that outlines the negative impacts of the recently proposed amendments to Section 13 Rules. The letter highlights the ways in which the amendments will damage corporate governance and shareholder engagement, and create “a freeze on the ability of all shareholders who could be deemed to have a “control intent” to work together to push boards and management teams of public companies to improve profitability and focus attention on matters of importance to shareholders, including environmental, social and governance (ESG) initiatives.”
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David H. Webber, Professor of Law and Paul M. Siskind Scholar, Boston University School of Law
Elliott Investment Management L.P.
Alternative Investment Management Association
CIRCA comment letter on the rule 10B proposed rule
CIRCA submitted a comment letter to the SEC that details why proposed adoption of rule 10B-1 would significantly reduce the incentives for an investor to expend the necessary resources to engage in a campaign to effect corporate change. The letter urges the SEC not to adopt the rule and argues that the “Proposed Rule will reduce shareholder engagement and diminish or destroy market-based accountability mechanisms that act as a check on underperforming, non-responsive or unscrupulous management and boards of directors.
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Alternative Investment Management Association
Lucian Bebchuk, Harvard Law School
Williams Act White Paper
CIRCA recently released an updated white paper titled “The Williams Act: A Truly ‘Modern’ Assessment” that explores the historical perspective of the Williams Act, the evolution of corporate governance and how Congress and the Securities and Exchange Commission should cautiously approach new interest in implementing piecemeal reform to existing statute.
Case Studies
Many public companies are lacking in their corporate governance regimen or otherwise fail to take full advantage of their value creation opportunities. In those cases, the impact ranges from missed opportunities to misspent millions and billions of dollars. These mistakes result in a company underperforming, failing to stay competitive and dynamic, and missing growth opportunities. In turn, shareholders don’t get the return on their investment that they deserve, and overall economic growth lags behind its potential.
Enter the activist investor, seeking opportunities to make significant minority investments in public companies which have, but are not taking advantage of, meaningful value creation opportunities.
The following case studies demonstrate the positive impact of activist involvement in public companies, and highlight the ways in which involvement advances a stronger performing company and creates shareholder value, which, in turn, benefits the entire U.S. economy.