July 28, 2005

ADP’s New Competitor?

On Friday, Corp Fin posted this no-action response to a request from Swingvote about the ability of brokers and banks to hire more than one agent to fulfill their delivery obligations to beneficial owners under Rules 14b-1 and 14b-2.

Glancing at the request, it appears that Swingvote has built a system that allows institutional investors to vote and receive proxy materials electronically (at no cost to the institutional investors) – as well as allow companies to communicate directly with beneficial owners, while still protecting investor’s confidentiality through a “one-way mirror.”

This no-action position allows, for the first time, institutional investors to select a proxy material provider. Historically, this selection could only be made by banks and brokerage firms. While I believe that the banks and brokers still would not be required to name Swingvote as the agent for those investors, those who wish to be responsive to the institutional investors’ requests for an alternative to ADP now appear to have to a legal ability to do so.

It appears that Swingvote intends to seek reimbursement from companies on behalf of the investors that appoint them to service the Swingvote accounts – based upon rates established by the NYSE – and will also seek direct reimbursement for fees it will be entitled to as an intermediary for multiple nominees. I will flesh out more information about this new service soon as I am a little unclear about how this interesting new service works.

New Survey on Earning Releases and Audit Committees

Following up on last fall’s survey regarding 10-Qs and earnings releases, we have posted a new survey on how the audit committee interacts with the earnings release (egs. does the audit committee review them before release; how soon do they get a draft, etc.). Go to our home page to participate!

And here are the final results of our survey on how internal auditors interact with the board.

Ally McBeal’s “Fish” Takes a Swipe at Chris Cox

According to all media reports, the Senate Banking Committee confirmation hearings went swimmingly for Chris Cox (and Roel Campos and Annette Nazareth) and the Committee should be voting soon to approve the nominees and then send the matter to the full Senate. [Cox testified that he wouldn’t meddle with the FASB’s 123R and option expensing.]

Reading this blog claiming that Chris Cox only faced light questioning, I came across this wacky Web movie attacking Chris Cox on (which now claims Cox perjured himself during his testimony), featuring one of the main characters – Richard Fish – from the Ally McBeal TV series. I guess “Fish” is what passes for a spokesperson for the legal profession these days…and I guess “Fish” is hurting for work to be doing these Web commercials…