TheCorporateCounsel.net

March 7, 2012

SEC Asks for 19% Budget Boost

As noted in this Reuters article, SEC Chair Schapiro testified before the House Financial Services Committee over the SEC’s budget yesterday. The Chair seeks a 18.5% boost from its current fiscal 2012 budget to $1.56 billion to hire more Staff – 46 more Corp Fin Staffers – and implement multi-year technology initiatives including modernizing Edgar. Did you know the SEC’s site gets roughly 20 million hits daily?

As seems to happen over the past decade, the SEC faces an uphill climb for more resources, particularly with recent press like this Reuters piece over how much Booz Allen and other consultants have been charging the SEC to reform its workflows, etc.

As I’ve blogged, the SEC would be freed from this annual dog-and-pony show with Congress if it were self-funded as an independent agency should be. Here is a blog entitled “Free the SEC” from another SEC alumni, accountant John Feeney.

Shareholder Proposals: Corp Fin Rules on Proof of Ownership for DTC Participants

Yesterday, Ning Chiu of Davis Polk wrote this blog:

The SEC Staff made several recent decisions on questions of proof of ownership for submission of shareholder proposals, in light of the requirement under Staff Legal Bulletin 14F, which we previously discussed. SLB 14F makes clear that only DTC participants are viewed as record holders of securities that are deposited at DTC.

The Staff declined to grant no-action relief to companies that argued that the proof of ownership was not from a DTC participant when the brokers’ letters were from TD Ameritrade, Inc. instead of TD Ameritrade Clearing, the entity named on the DTC participant list. The proponents in some of these situations provided an additional letter of support from TD Ameritrade in response to the company’s no-action letter request, but the SEC Staff gave the same ruling even when proponents did not. The Staff noted that the proof of ownership from TD Ameritrade, Inc. was sufficient since it was provided by a broker that provides proof of ownership statements of behalf of affiliated DTC participants.

But even when the Staff agreed with Allergen that the proponent, John Chevedden, failed to provide a statement from the record holder evidencing appropriate documentary support of continuous beneficial ownership, the Staff gave Mr. Chevedden seven additional days to address the deficiency. Mr. Chevedden had provided proof of ownership only from Ram Trust and not the DTC participant. The Staff indicated in its response that the company failed to informed the proponent of what would constitute appropriate documentation in its request for additional information from the proponent, and noted SLB 14F states that they will grant no-action relief to a company on the basis that a proponent’s proof of ownership is not from a DTC participant only if the company’s deficiency letter describes the required proof. It appears from the filed correspondence that while the company clearly pointed out the problem to Mr. Chevedden in its notice, only a copy of Rule 14a-8, and not a copy of SLB 14F, was included with the letter. The Staff denied the company’s request to reconsider its decision.

Improving the Board Evaluation Process

In this podcast, Susan Shultz of the Board Institute describes how the Board Institute’s methodology improves the board evaluation process, including:

- What is the Board Institute’s methodology for board evaluations?
- What is the advantage of this over traditional evaluation techniques?
- How do evaluations that tend to be narrative and somewhat subjective work with numerical scales?
- How can boards best use this type of methodology?

- Broc Romanek