June 8, 2007
Foreign Private Issuers: Checking Out of the SEC’s “Hotel California”
Starting this past Monday, non-US issuers were able to deregister from their ’34 reporting obligations if they met the requirements of the SEC’s new rules. As noted in this article on Dominic Jones’ IR Web Report, some foreign private issuers already have taken advantage of the new rules and headed out of the SEC’s door. In our “Foreign Private Issuers” Practice Area, we have posted plenty of memos on the SEC’s new rules.
A Wild Proxy Season: A Worst Case Scenario
As many of us weathered what amounted to another wild proxy season, have you ever thought about the worst case scenario? How about dissidents storming your headquarters! This happened back in January during a proxy “fight” for Competitive Technologies. As noted in this press release from the company, an ex-CEO and three of his associates arrived at the company’s headquarters and demanded entry because they believed they won the proxy fight. A few weeks later, the ex-CEO became the new CEO after the annual meeting was reconvened (and held at the AMEX) and the dissidents won the election.
Interestingly, one of the additional solicitation material filings filed by the dissident group – when the battle was raging – included a complaint letter sent to the SEC. While it’s common for opposing parties in proxy contests to privately send complaint letters to the SEC Staff, it’s not common to publicly file a complaint letter. So cheer up, your situation couldn’t have been as bad as this one…
Management Always Wins the Close Votes?
Some academic food for thought over at the Prawfs Blawg with this entry from Yair Listokin of Yale Law School. Yair’s work in progress investigates the theory that management wins “close” votes on proxy statement proposals more often then would be expected.
[Letters about “Scooter” Libby: As you may have read in the press, the Judge from the Scooter Libby sentencing hearing allowed the letters submitted to the court to be made publicly available; in this batch of the letters, the one on page 41 is from Jonathan Burks, the head of the SEC’s Office of Legislative Affairs – and the letter on page 57 is from SEC Chairman Cox.]
– Broc Romanek