April 20, 2004

The Many Faces of Director

During tomorrow’s webcast – “The Many Faces of Director Independence” – our panel will be analyzing over three dozen fact patterns in six different topic areas. In addition to analyzing these fact patterns, the panel will discuss a number of other important issues related to independence determinations, such as how frequently should the assessments take place!

These sample fact patterns are now available – you should print these off before the webcast to facilitate your understanding of the analysis.

Shareholder Access Framework to be Revised?

Yesterday’s WSJ contained an article with rumors that the SEC might narrow the eligibility standards to submit a triggering proposal to reduce the likelihood that “narrow interests” could dominate use of the triggers. In addition, the article intimated that the SEC might increase the 35% withheld threshold to 50%.

An Interesting Way to Go Private

Yesterday’s Washington Post carried an article about how IBW Financial Corp. had filed a preliminary proxy statement to conduct a 1-for-101 reverse stock-split, which would be followed by 101-for-1 stock-split – which would restore the stock to where it was to begin with. [I believe the company has given up on these transactions for now because its definitive proxy materials deleted these transactions – the Post reporter appears to have missed that…]

The purpose of the transactions was to eliminate 280 shareholders that hold less than 100 shares – enabling the company to have less than the requisite 300 shareholders for deregistration from the company’s ’34 Act obligations. The article notes that the company currently spends $150 per shareholder to makes its SEC filings (and pays dividends of 45 cents per share).