November 9, 2004

Wild Proxy Season Transcript is Up!

We have posted the transcript from last week’s webcast, “Another Wild Proxy Season? Forecast for 2005.”

Shareholder Proposals for Shareholder Access

With the SEC’s shareholder access proposal stalled, a coalition of CalPERS, NY State Common Retirement Fund, AFSCME and Illinois State Board of Investment have submitted shareholder proposals to Walt Disney and Halliburton to give shareholders the right to nominate up to two directors. Last year, AFSCME submitted a similar proposal to Marsh & McLennan, but the proposal was withdrawn after the company appointed a former federal prosecutor to its board.

The Disney shareholder proposal asks if the company would become subject to the shareholder right of access included in the SEC’s proposed proxy access Rule 14a-11, which would allow shareholder groups that have held more than 5% of Disney’s outstanding common shares for more than two years to nominate up to a specified number of candidates who are independent from both the nominating shareholder and from Disney for election to the board. In the case of Disney, the rule would allow a shareholder to nominate up to 2 directors because Disney’s board currently has 11 members.

It should be noted that the shareholder proposal at Disney could be withdrawn as the company asked for names of potential independent directors to be added to the board – and is now considering the candidates submitted by the coalition.

Free Email Alerts for New Cases

There is a new free weekly service – Federal Filings Alert – that reports on new cases filed in U.S. district courts in selected areas of the law including antitrust, copyright, equal employment, products liability – but unfortunately not in corporate & securities.