TheCorporateCounsel.net

May 6, 2013

JOBS Act: Prohibition Against General Solicitation as Interim Final Rule?

According to this Bloomberg article, SEC Chair Mary Jo White may go the unusual route of adopting the rule lifting the prohibition against general solicitation and general advertising in exempt securities offerings – first proposed back in August last year – as an interim final rule. Here is an excerpt from that article:

White, who became SEC chairman on April 10, has suggested the commission pass the existing plan without major changes and add additional protections later, said the people, who declined to be identified because the deliberations are private. The approach would placate congressional Republicans who have complained the SEC has slow-walked the rule, which was required to be completed by July 2012.

Approving the regulation would allow White to make good on a promise she made in her Senate confirmation hearing to prioritize rules mandated by the Jumpstart Our Business Startups Act, which was designed to boost capital-raising and job creation. At the same time, it could anger advocates for small investors and at least one Democratic commissioner.

But then you have this MarketWatch piece, which describes Chair White as saying that investor protections are key to the JOBS Act – in essence, “haste makes waste” as noted by Steve Quinlivan. So I don’t know what to believe…

Learn more about “what is an ‘interim final rule’?” from this paper

1788 Annual Meetings in May: How Many Protests?

Thanks to CorpGov.net and CookESG Research, here is a list of the 1788 annual meetings to be held in May. Davis Polk’s Ning Chiu blogs about protests at bank annual meetings as the 99% Power group gets back into action. Here’s the first sprinkling of media accounts of protests:

- PNC annual meeting cut short
- U.S. Bank Shareholder Meeting Brings Protesters to Boise
- Wells Fargo Shareholder Meeting Disrupted

Meanwhile, on BeyondProxy.com, investor Tom Russo provides a preview of the Berkshire Hathaway annual meeting. Here’s a nice pic of shareholders arriving for the meeting in their private jets – and this DealBook “live meeting” blog has pics from the meeting itself. Berkshire Hathaway’s annual meeting has gotten so big that 2000 people ran a 5k related to the meeting…

Webcast: “FCPA Issues in Deals Today”

Tune in tomorrow for the DealLawyers.com webcast – “FCPA Issues in Deals Today” – to hear Mauricio Espana and Derek Winokur of Dechert and Rebekah Poston of Squire Sanders explain how FCPA diligence is being conducted, how reps & warranties related to FCPA violations are being negotiated, and more.

- Broc Romanek