February 16, 2005

Everything You Wanted to Know About the SEC Chief Accountant…

…but you didn’t know enough to ask. Interesting profile in Monday’s WSJ about SEC Chief Account Don Nicolaisen. Sounds like he is a real team player.

NY Times Dissects Rule 14a-8 Process

On Sunday, the NY Times carried this article that interviewed long-time proponent Emil Rossi. It was a one-sided article – and an unflattering portrait – of how companies use Rule 14a-8 to exclude proposals, including a blow-by-blow description of how one particular company used the procedural bases of 14a-8 to exclude a proposal.

Unfortunately, the article didn’t note how certain investors – that merely own $2000 worth of a company’s stock – can waste a whole lot of the company’s money (ie – hurt other shareholders) through submission of frivolous proposals. I agree that many companies unnecessarily fight shareholder proposals – but there is a flip side as many shareholders abuse the process too. I am in favor of raising the ownership bar so that shareholders with more of an interest can gain an audience with management and the board, and cut down on some of the more eccentric proponents that waste shareholder money.

For the many of you that have dealt with Emil in the past, the NY Times article has a photo of him and his sons, who also have been active proponents over the years. Also, here is a more detailed article on the Rossi family from a few years back.

And for die-hard fans of the gadflies, this Fort Wayne Gazette article states that Evelyn Davis was the only speaker at Disney’s annual meeting on Friday, where the crowd hissed at her. For more on Evelyn, here is last year’s Washington Post interview with her that I have posted on

February Installment of Carl’s Corner

I have posted the February edition of Carl’s Corner, this one dealing with sequential triggering events, tag-along and drag-along rights and restrictions on transfer in shareholder rights’ agreements.