July 30, 2007

Posted: SEC’s Dueling Shareholder Access Proposals

Late Friday, the SEC posted its dueling shareholder access proposals: this proposing release that would turn back the clock on Rule 14a-8 regarding director elections (even though some have called it the “status quo”) – and this proposing release that would give 5% shareholders the ability to submit binding bylaw amendments regarding access. We have begun posting memos regarding these proposals in our “Shareholder Access” Practice Area.

Such a quick turnaround from Wednesday’s open Commission meeting is odd given that the SEC still hasn’t posted a press release about these access proposals, something that traditionally happens no later than a day after the related open Commission meeting. As one member remarked, this is almost as unexpected as the posting of the release that amended the executive compensation rules just before Christmas.

Congrats to Corp Fin Staffers Lily Brown, Tamara Brightwell and Steven Hearne for shepparding these proposals through the SEC HQ. Having witnessed the “aircraft carrier” proposal being pushed out a decade ago, I know moving controversial proposals through HQ can’t be easy…

Today Marks 5th Anniversary of Sarbanes-Oxley

Today is the fifth anniversary of the signing of the Sarbanes-Oxley Act into law. I have a long tradition of marking this occasion by either barely blogging or not blogging at all, as it cause for those of us in the legal publishing business to celebrate as a piece of “full employment” legislation…

Are the Reviews Funnier Than the “Billy Broc” Videos?

Dave and I started the celebration of the 5th anniversary early last month, with the launch of our “The Sarbanes-Oxley Report” videos. Some of the comments on them have been pretty hilarious. Here are my three favorite so far:

– “Billy Broc EP was raw, pilot grade episode. Dave in the suit and looking scared for his career works as the straight guy to the LSD scarred Billy Broc. You guys damaged some stiff securities lawyers out there, who won’t be the same hereafter.”

– “I like your new S.E.R.I.O.U.S. video, if I play it backwards will I find out the hidden meaning of S.E.R.I.O.U.S. (or if I spin my computer monitor at a certain speed while reciting the ’33 Act?) The best I could come up with is: “Shareholders Exercising Rights In Our United States” but I bet you or your readers can think of something better…”

– “I wanted to thank you for providing your profound commentary in “The Sarbanes-Oxley Report.” In the midst of preparation to deliver a firmwide training session on the new e-proxy rules, I cannot tell you how helpful it will be to incorporate your sagacious insight into my training materials. The corporate department of our firm (and the securities bar in general) owes a debt of gratitude to “Billy Broc” and “the Animal” for raising awareness and sparking serious debate on the crucial issues of the day. Your thought leadership will make a significant contribution to the development of the securities laws. Please keep up the good work!”

What Song Is It That You Want to Hear?

Maybe “Free Bird“? Anyways, here are the results from our recent survey on what types of issues that you want to see addressed by “Billy Broc” and Dave “The Animal” going forward:

1. What is the oddest thing about the first installment of “The Sarbanes-Oxley Report”?

– I thought “Billy Broc” would have bigger teeth – 22.6%
– Dave “The Animal” smells pretty nice – 35.5%
– I thought this video would have real members of Congress involved – 25.8%
– The whole thing is completely ridiculous, geesh… – 16.1%

2. Future installments should tackle the topic(s) of:

– The future of backdating litigation – 23.3%
– The future of shareholder access – 50.0%
– The future of the world – 70.0%
– The future of the legal profession – 30.0%

– Broc Romanek