February 11, 2004

Learn about ISS’ New Competitor

This year, ISS has a competitor in the proxy advice business, Glass Lewis. Learn more about this new provider in my interview with the CEO of Glass Lewis – Greg Taxin on Glass Lewis and Proxy Advice.

NY Federal Judge Temporarily Blocks Ability of Shareholder to Mail Proxy Card in Proxy Fight

If you read Saturday’s NY Times, you know Judge Loretta Preska of Federal District Court in Manhattan issued a temporary restraining order against Highfields Capital Management (a shareholder that opposes a merger of MONY) on Wednesday night after a telephone hearing. On Friday, Judge Richard Holwell left the order in effect – but promised a written opinion today on whether the temporary order would stand.

At issue is whether shareholders can send out copies of a company’s proxy ballot card when they send letters recommending a vote against management in a proxy fight – that can make it easier for shareholders to change their vote (or to vote for the first time). MONY, which is seeking shareholder approval to be acquired by AXA Financial, filed this lawsuit against Highfields, which is trying to use the tactic to persuade shareholders to reject the deal because it considers the price too low.

Since Rule 14a-2(b)(1) was adopted in 1993, investors have been able to send communications to one another recommending votes without having to go through the proxy solicitation process. These investors have been able to send company proxy cards – though not their own – and have not been challenged in court.

Disclosure of CEO Succession Planning

Even though it’s near the top of the list of the most important tasks they undertake, boards rarely disclose developments related to succession planning. That is understandable if disclosure might undermine the board’s efforts (akin to preliminary discussions of a merger) – but in some cases, disclosure would be a good thing. As Walt Disney Co. is finding out, disclosure of succession planning is a good thing – as they filed a letter describing their planning as additional soliciting material yesterday.

FDA and SEC Agree to Cooperate

Last Friday, the SEC announced it had established a procedure for the FDA to refer to the SEC possible instances of securities laws violations by companies regulated by the FDA. This announcement included identification of contacts in the FDA and an FDA commitment to expedite the process.