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Full-Text Articles in Securities Law
The Proxy Problem: Using Nonprofits To Solve Misaligned Incentives In The Proxy Voting Process, Leah Duncan
The Proxy Problem: Using Nonprofits To Solve Misaligned Incentives In The Proxy Voting Process, Leah Duncan
Michigan Business & Entrepreneurial Law Review
Proxy advisory firms and their influence on the proxy voting process have recently become the subject of great attention for the Securities and Exchange Commission (“SEC”) among other constituencies. A glance at recent proxy season recaps and reports, many of which devote space to discussing proxy advisory firm recommendations, reveal the significance of this influence on institutional voting. As Sagiv Edelman puts it, “proxy advisory firms exist at the nexus of some of the most high-profile corporate law discussions—most notably, the shareholder voting process, which has recently been the subject of much scholarly and legal debate.” The SEC has responded …
Redefining Accredited Investor: That's One Small Step For The Sec, One Giant Leap For Our Economy, Jeff Thomas
Redefining Accredited Investor: That's One Small Step For The Sec, One Giant Leap For Our Economy, Jeff Thomas
Michigan Business & Entrepreneurial Law Review
It may sound trivial, yet how we define accredited investor (AI) is critical. Among other things, U.S. securities laws and regulations make it easier for AIs to invest in privately held companies through “exempt offerings,” which are offerings not “registered” under the 1933 Securities Act. This results in AIs having investment opportunities that are unavailable to non-accredited investors (non-AIs). Moreover, the amount raised in exempt offerings has been increasing both absolutely and relative to the amount raised in registered offerings. In fact, the Director of the SEC’s Division of Corporate Finance recently indicated that “[c]ompanies raised $2.9 trillion in private …