Diversity, pandemic pay and climate risk: Trends to watch this proxy season

This is the time of year when we in New York wonder if spring ever will arrive. But arrive it will, and fast on its heels will come corporate proxy season.

Author: Craig Clay

SPAC records were crushed in Q-1 by count and value with roughly $88B raised from 298 SPACs, more than all of last year’s record volume. With the news today of a potential change in accounting for some SPACs recommended by the SEC – what will happen to the robust pipeline of more than 260 SPACs looking to make their debut?

Craig Clay, president of global capital markets at Donnelley Financial Solutions (DFIN), a Chicago-based financial compliance company, speaks with Acuris Capital Intelligence about virtual data rooms—one of their core products—post-COVID-19 as well as its partnership strategy.

Interview by Rachel Stone 

Q. What has changed in the M&A process during the pandemic? 

The coronavirus pandemic has disrupted trading relationships worldwide – and as a consequence, enterprise contract review, negotiation and renegotiation of contracts are taking place on a massive scale. Donnelley Financial Solutions (DFIN) was invited to participate in an international conversation to address the challenges and opportunities of enterprise contract management during and beyond the COVID-19 pandemic.

Donnelley Financial Solutions [NYSE:DFIN], a risk and compliance solutions company, could seek partnerships to further build out its technology offering, said Craig Clay, president of global capital markets.

The Chicago-based company could turn to partnerships rather than acquisitions as assets can be “pretty expensive,” Clay said. On its path to becoming a one-stop shop for transactions, it could, for instance, consider partnering with a market leader in US Food and Drug Administration (FDA) approvals, he added.

The adoption of technology for M&A due diligence has already been on the rise since the pre-Covid times. The Covid-19 global pandemic has forced dealmakers globally to accelerate the adoption of technology such as drones, cloud-computing and AI to enable virtual due diligence. A growing number of M&A professionals understand and appreciate the benefits of technology for their transactions, and advanced technologies such as cloud-based solutions is now allowing 24/7 access to crucial deal documents from anywhere in the world.

On December 11, 2020, the Securities and Exchange Commission (the “SEC") adopted a new Rule 15 under Regulation S-T regarding the administration of the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR") system.  Rule 15 was designed to promote the reliability and integrity of EDGAR submissions. 

The SEC has not yet provided full disclosure about the specific processes required to achieve these actions, but the new rule includes actions for the following items:

Investment Outlook: 2021 Looks Bright – a blog by Craig Clay, President of Global Capital Markets, DFIN

Despite the pandemic, 2020 was the biggest year for IPOs since 2014, and I am confident that the positive trend will continue in 2021.

2020 Review and 2021 Outlook – an exclusive interview with Craig Clay, President of Global Capital Markets, DFIN with DealStreetAsia

In conversation with DealStreetAsia (DSA), Craig Clay, President of Global Capital Markets, DFIN discussed how the US election will impact dealmaking, the rise of SPACs, virtual due diligence and how having a risk and compliance solutions partner can smoothen the path to an IPO and beyond. Here are some excerpts from the interview:

The 2021 proxy season is anticipated to feature unprecedented levels of scrutiny from a range of investors and other stakeholders. During last year’s proxy season, investors understood that many companies had to temporarily switch from “sustainable” to “survival” mode, and they provided some forbearance about company performance, executive pay, meeting formats and other issues.