September 2, 2015

Proxy Access: Imagine No Holding Periods!

Proxy access is being debated in Canada ahead of a possible proposal (see this memo) – and this excerpt from this article gives a sense of the possible stakes:

Proponents of “proxy access” all agree to these conditions or some variant thereof; but in a policy paper from the Canadian Coalition for Good Governance (CCGG) stands apart and alone in the North American investment world on a most important condition of proxy access: The CCGG would place no holding time requirement whatsoever before shareholders acquire the right to nominate board members.

Meanwhile, Ning Chiu of Davis Polk delves into this working paper from the SEC’s DERA about the trade-offs between universal proxy access through federal regulation and the “private ordering” of proxy access through shareholder proposals…

Promontory Settles With Regulators

Here’s an excerpt from this Reuters article:

In a swift reversal of its earlier determination to sue the New York State Department of Financial Services, the Promontory Financial Group, a leading consultant to the industry, took what some observers say is the kind of advice it typically offers clients when accused of wrongdoing: settle. Rather than risk even greater reputational damage during a lengthy court battle – and some speculate that negative fallout from the decision to fight the case could have been a driving force behind the strategy shift — the prominent Washington, D.C.-based firm climbed down from its confrontational strategy on Tuesday, admitting that its actions fell short of the New York regulator’s standards when it investigated possible sanctions violations by Standard Chartered bank.

In addition, Promontory agreed to pay a $15 million fine and accepted a six-month suspension from new consulting projects that require New York state authorization.

States File First Brief in Regulation A+ Challenge

In this blog, Stinson Leonard Street’s Steve Quinlivan note that Montana and Massachusetts have filed their first brief in their Regulation A+ challenge…

September-October Issue: Deal Lawyers Print Newsletter

This September-October issue of the Deal Lawyers print newsletter has been posted – & also sent to the printers – and includes articles on (try a “Free for Rest of ’15” no risk trial now):

– Retention Payment Program: Decision Tree
– Earn-Out Covenants
– Spin-Offs & Executive Compensation: Keys to Success
– D&O Insurance: Maximizing Returns In the Face of M&A Lawsuits
– Providing Effective, Practical Counsel Regarding Acquisition Surprises

Remember that – as a “thank you” to those that subscribe to both & our Deal Lawyers print newsletter – we are making all issues of the Deal Lawyers print newsletter available online for the first time. There is a big blue tab called “Back Issues” near the top of – 2nd from the end of the row of tabs. This tab leads to all of our issues, including the most recent one.

And a bonus is that even if only one person in your firm is a subscriber to the Deal Lawyers print newsletter, anyone who has access to will be able to gain access to the Deal Lawyers print newsletter. For example, if your firm has a firmwide license to – and only one person subscribes to the print newsletter – everybody in your firm will be able to access the online issues of the print newsletter. That is real value. Here are FAQs about the Deal Lawyers print newsletter including how to access the issues online.

– Broc Romanek