TheCorporateCounsel.net

Continuing our proxy solicitor podcast series, in this podcast, Rick Grubaugh of D.F. King & Co. provides some insight into issues related to shareholder proposals seeking to allow shareholders the right to call a special meeting – many companies have received passing votes and are faced with tough choices on how to deal with the demand – including:

– What is background of the proposals that seek companies to allow shareholders to call a special meeting?
– What might we expect for the 2010 proxy season regarding this type of proposal?
– What do institutional shareholders believe is the right threshold of share ownership to call a special meeting?
– What options do companies have if they receive a proposal?

Congress Update: The Battle Over SOX’s Internal Control Requirements Intensifies

This morning, the House Financial Services Committee will be voting on Rep. Frank’s “Investor Protection Act of 2009.” According to this WSJ article, the Committee passed an amendment by voice vote yesterday to exempt smaller companies from Section 404 of Sarbanes-Oxley. Rep. Frank reportedly hopes to beat that back today.

This Huffington Post blog notes that the White House is not doing anything to stop the move to soften Section 404 – and in fact, may be supporting it. This Washington Post article notes the same thing.

Meanwhile, FEI’s “Financial Reporting Blog” notes the latest developments regarding Congressional interest in overhauling the accounting area as there are two competing bills being floated. One would overhaul the FASB by creating a Financial Reporting Forum to oversee its activities.

The other would create a new Federal Accounting Oversight Board to do the same – this new Board would also displace the SEC as the ultimate authority and overseer of accounting standards for public companies (a role that the SEC now delegates to the FASB with its oversight). As reported by the Journal of Accountancy, a joint letter from a group normally at odds with each other argues that the SEC should retain its role.

More on “The Mentor Blog”

We continue to post new items daily on our new blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Avoiding Market Misperception of Tax Withholding Transactions
– Survey Results: Use of Enterprise Risk Management (and Disclosure Thereof)
– Analysis: Recent Corp Fin Accounting Comments
– Fifteen Risk Factors for Poor Governance
– How Colleges (and Law Schools) Are Changing

– Broc Romanek