TheCorporateCounsel.net

October 19, 2011

Corp Fin Issues a New “Shareholder Proposals” Staff Legal Bulletin

As it often has in recent years, Corp Fin issued a Staff Legal Bulletin relating to shareholder proposals. This year’s installment covers these topics:

1. Guidance on introducing brokers and who constitutes a “record” holder under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under Rule 14a-8 (reversing the Staff’s prior position in Hain Celestial back in ’08 – going forward, for purposes of Rule 14a-8(b)(2)(i), only DTC participants will be considered record holders)

2. Tips for proponents so they can avoid common errors when submitting proof of ownership

3. Guidance on how to submit revised proposals

4. Guidance on how to withdraw no-action requests when there are multiple proponents

In addition, the Staff Legal Bulletin announces Corp Fin’s new process for transmitting their Rule 14a-8 no-action responses. Going forward, Corp Fin is sending those by email rather than paper – so it’s important that you include email addresses in any correspondence so the Staff knows where to send their response. If you don’t include email contact information, the Staff will send its response by snail mail, which is not good for you during the compressed time-frames that exist during the proxy season…

As posted on Corp Fin’s incoming Rule 14a-8 no-action requests page, the first requests for this proxy season have already dribbled in…

Time to Comment on ISS’s ’12 Policies: Time to Speak Up

Yesterday, as noted in this blog, ISS opened the comment period for it’s 2012 policies, as it has for the past several years. Here is their policy gateway where you can input your views – and here are the draft policies. The comment period is short – ending on October 31st. Given the importance of this proxy season, this would be a good time to get involved if you haven’t before.

Come hear from ISS and Glass Lewis about their policies during our upcoming pair of say-on-pay conferences (one regarding disclosure and one regarding pay practices – both combined for one price) that takes place in less than 2 weeks. You can attend online or in San Francisco. Register now.

Webcast Transcript: “Materiality: The Hardest Determination”

We have posted the transcript of our popular webcast: “Materiality: The Hardest Determination.”

- Broc Romanek