December 8, 2003

Nasdaq Does Not Change Tune

Over the weekend, the ABA Federal Regulation of Securities Subcommittee held a meeting – and someone reportedly told the audience that it will now interpret the effective date of its new governance listing standards so that applicable disclosures will not be required in documents before the date on which the company must comply with the amended listing standards – for calendar year companies, their first annual meeting after January 15, 2004 (i.e. disclosures not required in proxy statements because they are filed and delivered before the annual meeting – website disclosures required to be up as of the annual meeting date). This is the position that the NYSE staff took several weeks ago.

This was counter to what we heard Nasdaq was saying before – that proxy statement disclosure in proxy statements sent to stockholders for annual meetings held on – or after – January 15th should include the newly adopted disclosure. We reported this former split in opinion between the NYSE and Nasdaq in our December issue of E-Minders.

Now, on December 10, the Nasdaq has stated that its sticking by its original position as stated in E-Minders above – so the split between Nasdaq and NYSE remains and Nasdaq companies will have to provide these disclosures in the upcoming proxy statements.

Director Education and Orientation

For members, we have launched a “Director Education/Orientation Portal” which includes a sample checklist for director orientation and a list of links to all of the third-party director colleges. More to come in this area.

Don’t forget to vote in our current survey on director education and orientation. So far, the twenty responses have been interesting…