July 1, 2014

Proxy Advisors: SEC Staff Issues Staff Legal Bulletin With 13 Q&As

Four years after the SEC released its proxy plumbing concept release, the SEC Staff issued Staff Legal Bulletin #20 last night, which is in the format of 13 Q&As. The IM piece (Q&A #1-5) deals with the responsibilities of investment advisers to vote and hire proxy advisors. The Corp Fin piece (Q&A #6-13) deals with two exemptions from the proxy rules relied upon by proxy advisors. More to come tomorrow after the firm memos start rolling in. Thought this was gonna be a light week! And apparently so did everyone else because I haven’t seen any blog or law firm write this one up yet…

Internal Investigations: DC Circuit Restores Privilege Protections

In his blog, David Smyth lays out how the DC Circuit Court – In re: Kellogg Brown & Root – has overturned a lower court’s ruling to uphold the Upjohn principle that the attorney-client privilege protects confidential employee communications made during an internal investigation led by company lawyers. We are posting memos on this decision in our “Internal Investigations” Practice Area.

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– Broc Romanek