The Practical Corporate & Securities Law Blog

By Broc Romanek

Go to TheCorporateCounsel.net

 
In a closely watched vote, Intel shareholders narrowly missed approving a shareholder proposal at Intel regarding expensing stock options - 48% of shareholders voted in favor of the proposal yesterday.

In the wake of fierce criticism, Siebel reversed course in the span of one day - and decided not to hold its annual stockholders meeting on the Web only. See the Mercury News article at http://www.bayarea.com/mld/mercurynews/business/technology/5874932.htm.
posted by broc at 10:12 AM

 
Today is our webcast on "Shareholder Access to the Ballot" - it is expected that the 6 panelists, with differing perspectives and viewpoints, will provide useful information in shaping this important debate - see http://www.greatgovernance.com/members/AudioCenter.html.

The AMEX has updated its corporate governance proposals at http://www.amex.com/?href=/atamex/news/am_CorGov.htm.

The NYSE has issued a Governance White Paper at http://www.nyse.com/pdfs/governancewhitepaper.pdf.
posted by broc at 9:40 AM

 
The SEC has scheduled an open Commission meeting next Wednesday, 5/28 at 10 am to adopt internal control report rules under Section 404 of Sarbanes-Oxley.

In addition, the SEC has issued the adopting release for its final rules on improper influence of auditors at http://www.sec.gov/rules/final/34-47890.htm.

For Section16.net subscribers, we have posted the transcript regarding "Section 16: Users' Perspective" at http://www.section16.net/member/Webcast/05_14_03_transcript.htm.

For TheCorporateCounsel.net subscribers, we have posted an interview with Kerry Moynihan on "Changing Director Recruitment Strategies" at http://www.thecorporatecounsel.net/member/InsideTrack/05_19_03_Moynihan.htm.
posted by broc at 4:14 PM

 
Hopefully, the uncertainty surrounding the possible need for CEO/CFO certifications for Form 11-Ks will soon be over. We understand that the SEC staff is in conversations with the DOL staff on this issue.

Since the SEC's request for comments a few weeks back, we now have a company that has offered shareholders access to the ballot as part of a recent settlement of a Milberg Weiss shareholder suit (Bill Lerach and Bob Monks teamed up on this one). According to a press release, the settlement with Hanover Compressor involves two new independent director positions to the board to be nominated by shareholders holding more than 1% of outstanding shares. The settlement also includes a number of other governance restrictions, such as shareholder approval for new executive option plans and repricing of stock options and rotation of the independent auditors every 5 years. See the related Business Week article at http://www.businessweek.com/bwdaily/dnflash/may2003/nf20030514_3438_db002.htm.
posted by broc at 10:43 AM