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At a Senate Banking Committee hearing on Tuesday, Committee Chair Christopher Dodd (D-Ct.) warned SEC Chairman Cox that he will consider legislation to resolve the question of proxy access if the SEC doesn’t adopt access rules. Here is Chairman Cox’s statement from the hearing.

ISS’ “Corporate Governance Blog” notes: “Cox, a former Republican Congressman from southern California, was questioned by Dodd on the likelihood that investors would be able to file a proposal calling for access, given the threshold of 5 percent could keep ‘even large institutional investors such as Calpers’ from filing.

Cox defended the threshold, noting it aligns with the commission’s existing 13D/G regime, which requires investors to disclose holdings above the 5 percent level and whether or not they intend to exert control. Cox also noted that groups could pool holdings to meet the threshold and questioned whether a group unable to meet the 5 percent requirement could muster 50% support to pass an access bylaw.

Echoing past assurances, Cox told committee members that the issue of access would be resolved, one way or another, within months. ‘There will be a rule in place this fall … so [investors filing proposals for the 2008 proxy season] will know how to conform their conduct to the law,’ Cox said.”

Also, there are two entries about this hearing on TheRacetotheBottom.org.

The Changing Pink Sheet Market

Last Sunday, the Washington Post ran this article that nicely describes how the Pink Sheets have evolved over the past decade – including the new categorization system to alert investors about the ability and willingness of individual issuers to provide adequate public disclosure in a timely manner. Beware the skulls and cross-bones!

A few months ago in our Q&A Forum, we received a question regarding the attorney letter requirement for the new Pink Sheets tiers. The Attorney Letter Agreement is now available. Learn more in our “Pink Sheets” Practice Area.

Mailed: July-August Issue of The Corporate Counsel

We just mailed the July-August 2007 issue of The Corporate Counsel. Try a no-risk trial for half-price for the rest of the year.

The July-August issue includes analysis of:

– Fixing The Rule 144 Proposals
– Majority Voting—Uncontested Elections Only?
– Section 13 Reporting of Short Positions
– Revised 8-K Items 5.02 (and 1.01)
– Accessing on Edgar Exhibits That are Incorporated by Reference—No Hyperlinking!
– Non-Voting Shares—Proxy/Information Statement Required?
– S-K Item 404—Is the Spouse of a Stepchild a Related Person?
– More Item 404—Calculating the “Amount Involved” When a Family Member is an Employee of the Issuer
– S-K Item 402—Options Assumed In Merger—Which Compensation Tables Do They Go In?
– When to Include Post-FYE Deferred Bonus in Non-Qualified Deferred Compensation Table
– Not Filing the Proxy Statement Within 120 Days After Yearend—Follow-Up on Delinquent 1934 Act Reports and S-3 Use/Eligibility

– Broc Romanek