TheCorporateCounsel.net

January 28, 2013

NYSE Revises Its Proxy Distribution Fee Proposal

Last week, the NYSE revised its proxy distribution fee proposal. The revised proposal is intended to move forward the NYSE Proxy Fee Advisory Committee’s recommendations and address certain technical changes that were made to the NYSE’s initial filing based on comments provided by the SEC.

The new proposal also addresses two Committee recommendations that were not included in the NYSE’s initial filing:

1. The NYSE proposes a new “success fee” to encourage brokers to adopt an investor mailbox/enhanced broker internet platform (EBIP). The Committee recommended the NYSE further explore this idea as a possible means to increase voting participation by retail shareholders.

2. The NYSE proposes a new rule related to issuer requests for record date-related NOBO lists where positions above or below a certain level can be eliminated at no extra charge and issuers would only be charged for the positions requested. The NYSE will also codify certain fees already in place in the industry for NOBO list requests.

The revised proposal is subject to further review and comment by the SEC and other interested parties. If the revised proposal was approved by the SEC, the net effect of these proposed changes will result in a modest decrease in overall proxy distribution fees of approximately 4%, with the impact varying depending on your circumstances.

Our Pair of Popular Executive Pay Conferences: A 33% Early Bird Discount

We are excited to announce that we have just posted the registration information for our popular conferences – “Tackling Your 2014 Compensation Disclosures: The Proxy Disclosure Conference” & “Say-on-Pay Workshop: 10th Annual Executive Compensation Conference” – to be held September 23-24th in Washington DC and via Live Nationwide Video Webcast. Here are the agendas for the Conferences.

Early Bird Rates – Act by March 8th: Huge changes are afoot for executive compensation practices and the related disclosures – that will impact every public company. We are doing our part to help you address all these changes – and avoid costly pitfalls – by offering a special early bird discount rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by March 8th to take advantage of the 33% discount.

FINRA Updates Private Placement FAQs

As noted by Nilene Evans of Morrison & Foerster in the “MoFo JumpStarter Blog“:

FINRA recently posted two updates to its Private Placement Filing Requirements FAQs. In the first update, FINRA clarified that the Rule 5123 filing obligation applies to private placements to any individual accredited investor, which includes officers, directors and general partners of the issuer (Rule 510(a)(4)) and entities in which all the equity owners are individual accredited investors (Rule 501(a)(8)).

In the other update, it stated that private placements sold solely to accredited investors that satisfy the Regulation D four categories of accredited investors that are not natural persons (Rule 501(a)(1), (2), (3) and (7) are exempt from the Rule 5123 filing requirements. Those categories include the following:

- bank, insurance company, registered investment company, employee benefit plan or small business investment company;
- private business development company;
- charitable organization, corporation or partnership with assets exceeding $5 million; or
- trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

- Broc Romanek