March 31, 2004

SEC Proposes that SROs Post

Yesterday, the SEC proposed changes to its rules that would require that SROs submit their rule filings to the SEC electronically. The proposal also would require the SROs to post the rule filings – as well as maintain a current version of their rules – on their own websites.

This should fill many practitioners with joy, as it’s often difficult to obtain SRO rule filings prior to their publication by the SEC (even though such rule changes are considered publicly available once filed with the SEC). Further, it’s sometimes difficult to quickly obtain a copy of the revised rules once a SRO rule is approved.

By the way, the SEC revised its website so that when you access “SRO Rulemaking,” there are separate webpages for each SRO – thereby making it easier to monitor each SRO’s rule proposals as they are published for comment and approved by the SEC. Thanks to Suzanne Rothwell of Skadden Arps, who always has her finger on the pulse of the SROs!

Nominating Committee Functions and Shareholder Recommendations regarding Director Nominees

In one of my more practical interviews – and certainly the longest – there is a lot of sound guidance from Ken Kopelman and Abbe Dienstag on Nominating Committee Functions and Shareholder Recommendations regarding Director Nominees.

This interview includes a number of link to sample documents, policies and disclosures that Kramer Levin has put together. And we have posted even more of their useful samples in the Nominating/Governance Committee Portal and the Shareholder Access Portal. This includes:

Sample Nominating Committee Procedures for Identifying and Evaluating Candidates for Director
Sample Procedures for Security Holders Submitting Nominating Recommendations (Website Disclosure)
Sample Nominating Committee Policy Regarding Qualifications of Directors
Sample Website Disclosure regarding Security Holder Communication with Directors
Sample Website Disclosure Regarding Director Attendance at Annual Meetings
Sample Proxy Disclosure Regarding Much of the Above

Director Attendance at Board Meetings

Today, the NY Times has a story about how more companies are requiring their directors to attend shareholder meetings – and holding their meetings in more convenient locations (see above for sample website disclosure on director attendance). The article erroneously attributes the director attendance trend to SOX – rather, the SEC adopted disclosure regs on director attendance on its own volition. So don’t always believe what you read (including this blog – let me know if you ever see an error!).

Got a chuckle about the anecdote of the former Dana Corp. practice of holding its shareholders’ meeting at its outside counsel’s law firm in Richmond, VA (the company is based in Ohio) – and management not even attending. And you wonder why shareholders are mad…