SEC Settles Insider Trading Claims Against Former Chairman and CEO of Advanced Medical Optics

The Securities and Exchange Commission today announced that it has agreed to resolve its insider trading claims against James V. Mazzo, the former Chairman and Chief Executive Officer of Advanced Medical Optics, Inc. (AMO) for allegedly tipping informa…

SEC Announces Agenda, Panelists for Staff Roundtable on the Proxy Process

The Securities and Exchange Commission today announced the agenda and panelists for the staff roundtable on the proxy process on November 15, 2018.  

The roundtable, announced in September, will begin at 9:30 a.m. in the auditorium at the SEC headquarters at 100 F Street, N.E., Washington, D.C. and will be open to the public. The event also will be webcast live on the SEC website and archived for later viewing.  

Members of the public who wish to provide their views on the proxy process and related SEC rules, either in advance of or after the roundtable, may submit comments electronically or on paper. [sec:ruling_comment]

Agenda and Panelists

9:30     Opening Statements by Chairman Clayton and Commissioners

10:10     Panel One:  Proxy Voting Mechanics and Technology

Panel One will focus on the current proxy voting and solicitation process for shareholder meetings and recent concerns raised about this process. How can the accuracy, transparency, and efficiency of the proxy voting and solicitation system be improved and what steps should regulators consider to facilitate such improvements? In addition, the panel will discuss how recent technological advances can be used to enhance the voting process and the ability of shareholders to exercise their voting rights.  

Panelists

• Ken Bertsch, Executive Director, Council of Institutional Investors
• John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
• Paul Conn, President, Global Capital Markets, Computershare
• Lawrence Conover, Vice President, Operations and Services Group, Fidelity Investments
• Bruce H. Goldfarb, Founder, President and Chief Executive Officer, Okapi Partners
• David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz 
• Alexander Lebow, Co-Founder and Chief Legal Officer, A Say Inc.
• Sherry Moreland, President and Chief Operating Officer, Mediant Communications
• Robert Schifellite, President, Investor Communication Solutions, Broadridge Financial Solutions
• Brian L. Schorr, Chief Legal Officer and Partner, Trian Fund Management, L.P.
• Katie Sevcik, Executive Vice President and Chief Operating Officer, EQ
• Darla Stuckey, President and Chief Executive Officer, Society of Corporate Governance
• John Tuttle, Chief Operating Officer and Global Head of Listings, NYSE Group
• John A. Zecca, Senior Vice President, General Counsel North America and Chief Regulatory Officer, Nasdaq

11:40    Lunch Break

1:15     Panel Two:  Shareholder Proposals – Exploring Effective Shareholder Engagement 

Panel Two will focus on shareholder engagement through the shareholder proposal process. The panelists will discuss, among other things, their experiences with shareholder proposals and the related benefits and costs involved for the company and shareholders. The panel also will consider the application of the shareholder proposal rule and related guidance.

Panelists

• Ray A. Cameron, Head of Investment Stewardship Team for the Americas Region, Blackrock, Inc.
• Ning Chiu, Counsel, Capital Markets Group, Davis Polk & Wardwell LLP 
• Michael Garland, Assistant Comptroller, Corporate Governance and Responsible Investment, Office of the Comptroller, New York City
• Maria Ghazal, Senior Vice President and Counsel, Business Roundtable
• Jonas Kron, Senior Vice President and Director of Shareholder Advocacy, Trillium Asset Management
• Aeisha Mastagni, Portfolio Manager, Corporate Governance Unit, California State Teachers’ Retirement System
• James McRitchie, Publisher, CorpGov.net
• Tom Quaadman, Executive Vice President, U.S. Chamber of Commerce Center for Capital Markets Competitiveness
• Brandon Rees, Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations
• Dannette Smith, Secretary to the Board of Directors and Senior Deputy General Counsel, UnitedHealth Group

2:45     Break

3:00     Panel Three:  Proxy Advisory Firms – The Current and Future Landscape 

Panel Three will focus on the role of proxy advisory firms and their involvement in the proxy process. The panel will draw from a diverse array of perspectives from proxy advisory firms, institutional investors, the academic community, and corporate issuers. How has the role of proxy advisory firms evolved over time and are there ways in which their role and relationships with institutional investors and issuers can be improved?

Panelists

• Jonathan Bailey, Managing Director and Head of ESG Investing, Neuberger Berman, LLC
• Patti Brammer, Corporate Governance Officer, Ohio Public Employees Retirement System
• Scot Draeger, Vice President, Director of Wealth Management, General Counsel and Chief Compliance Officer, R.M. Davis Private Wealth Management
• Sean Egan, President and Founding Partner, Egan-Jones Proxy Services
• Phil Gramm, Visiting Scholar, American Enterprise Institute
• John Kim, Securities Counsel, General Motors
• Adam Kokas, Executive Vice President, General Counsel, and Secretary, Atlas Air Worldwide
• Rakhi Kumar, Senior Managing Director, Head of ESG Investments and Asset Stewardship, State Street Global Advisors
• Katherine “KT” Rabin, Chief Executive Officer, Glass, Lewis & Co.
• Gary Retelny, President and Chief Executive Officer, Institutional Shareholder Services Inc.
• Edward Rock, Martin Lipton Professor of Law and Director, Institute for Corporate Governance & Finance, New York University School of Law

Stock Research Firm and Co-Founders Charged With Deceiving Investors in Supposedly Unbiased Reports

The Securities and Exchange Commission today charged a stock research firm and its co-founders with defrauding investors by issuing reports purportedly based on “unbiased” and “not paid for” research when in reality they received thousands of dollars f…

SEC Charges EtherDelta Founder With Operating an Unregistered Exchange

The Securities and Exchange Commission today announced settled charges against Zachary Coburn, the founder of EtherDelta, a digital “token” trading platform. This is the SEC’s first enforcement action based on findings that such a platform op…

Investor Testing of the Proposed Relationship Summary for Investment Advisers and Broker-Dealers

In connection with our ongoing efforts to help address investor confusion about the nature of their relationships with investment advisers and broker-dealers, the SEC’s Office of the Investor Advocate today made available a report on investor testing c…

SEC Charges ITG With Misleading Dark Pool Subscribers

The Securities and Exchange Commission today announced that ITG Inc. and its affiliate AlterNet Securities Inc. have agreed to pay $12 million to settle charges arising from ITG’s misstatements and omissions about the operation of the firm’s dark pool,…

Citibank to Pay More Than $38 Million for Improper Handling of ADRs

The Securities and Exchange Commission today announced that Citibank N.A. has agreed to pay $38.7 million to settle charges of improper handling of “pre-released” American Depositary Receipts (ADRs).

ADRs – U.S. securities that represent foreign share…

Anthony S. Kelly, Co-Chief of Asset Management Unit, to Leave SEC After 18 Years of Service

The Securities and Exchange Commission today announced that Anthony S. Kelly, Co-Chief of the Enforcement Division’s Asset Management Unit, will be leaving the agency this month after more than 18 years of service.

The Asset Management Unit is the Div…

SEC Adopts Rules That Increase Information Brokers Must Provide to Investors on Order Handling

The Securities and Exchange Commission today announced that it has voted to adopt amendments that will require broker-dealers to disclose to investors new and enhanced information about the way they handle investors’ orders.  

“In the eighteen years s…

SEC Charges Investment Adviser With Running $3.9 Million Fraud

The Securities and Exchange Commission today charged a former registered representative and investment adviser in Altoona, Pennsylvania, with operating a long-running offering fraud.

The SEC’s complaint alleges that Douglas P. Simanski raised over $3….

SEC Charges Family Friend of Former Investment Banker With Insider Trading

The Securities and Exchange Commission today charged an IT professional in Texas who allegedly participated in an insider trading scheme perpetrated by a former Wall Street investment banking analyst.

The SEC’s complaint alleges that Hamed Ettu, a fam…

SEC Enforcement Division Issues Report on FY 2018 Results

The Securities and Exchange Commission’s Enforcement Division today issued the annual report of its ongoing efforts to protect investors and market integrity.  The report also highlights several significant actions and initiatives that took place in FY…