December 15, 2003

First “Opt-In” Proposal Submitted –

To my knowledge, the first “opt-in” proposal has been submitted to a company, Marsh & McLennan (who is the parent of Putnam Mutual Funds). Three public pension funds – AFSCME, New York State Common Fund, Calpers and Calstrs – stated in a press release that they submitted the proposal because the company failed to properly control its money management business and does not have a sufficiently independent board.

Under the proposed shareholder access rules, if an “opt-in” shareholder proposal receives the support of a majority of shares voted at the company’s May annual meeting, shareholders would be permitted to submit board candidates for inclusion on the company’s proxy ballot the following year. Note that the SEC has not yet aopted this rule (comment period is open til 12/22) and the final parameters of what is an acceptable “opt-in” proposal is not known for certain. The company also can decide to challenge this proposal under a variety of exclusionary bases under Rule 14a-8.

Roy Disney – Taking It to the Web

Roy Disney and Stanley Gold recently left the Disney board in a huff to protest the leadership of CEO Michael Eisner. Now, they have launched a website – – in an effort to commence a grass-roots movement to oust Eisner, including the e-mail addresses of what they call “three key Disney directors.”

Rule 10b5-1 Plans

For subscribers, we have posted an interview with Darryl Rains of Morrison & Foerster on 10b5-1 Plan Advantages.

And don’t forget our “10b5-1″ Practice Area, which contains a load of resources including model plans/arrangements; analysis of SEC guidance in this area and sample 8-K announcements of plans.