September 4, 2007

Shareholder Access: The Launch of

In what should be a stark reminder of how shareholders may increasingly use the Web under e-proxy, a website recently was launched to serve as a clearinghouse for those opposed to certain facets of the SEC’s recent shareholder access proposals. The site is

The primary goals of the site are to enlist 500 institutions and financial professionals to sign a joint statement – and facilitate the filing of several thousand comment letters from individual investors (with copies of the comments going to members of the House and Senate). In particular, the site aims to ensure that the following three proposals aren’t adopted:

1. the “opt-out” option that would allow the most unresponsive companies – those with the worst records when it comes to good corporate conduct and governance – to drop out of the shareholder resolution process and isolate themselves further;

2. the unilateral substitution of the electronic petition model or “chat room” for the vibrant and public 14a-8 shareholder resolution process; and

3. the raising of shareholder resolution resubmission levels from the current 3%, 6% and 10% vote levels to 10%, 15% and 20% levels, thus effectively killing many important shareholder resolutions.

In a press conference last Wednesday, the heads of the organizations that launched the site held a press conference (Walden Asset Management’s Senior VP Tim Smith, Interfaith Center on Corporate Responsibility’s Executive Director Laura Berry and Ceres’ Director of Investor Programs Chris Fox – note that Ceres didn’t launch the site, but did participate in the press conference) and announced support for the ability of shareholders to nominate directors, urging that the SEC use “a reasonable level of shares required for the nomination process.”

An Incredible 5000!

I recently checked the two Q&A Forums on (in response to a member’s request to help convince an ignorant judge that Romeo & Dye were the Section 16 authorities) and was shocked to see that Alan has now answered over 5000 questions on them. That’s amazing! Congrats Mr. Dye!

Also amazing is that Alan now has been blogging over three years on Time flies…

SEC Speeches: Going Way Back!

The SEC has been busy posting old SEC speeches on its web site – all the way back to 1965! (Looks like the new SEC Archivist has been doing his job.) It appears that Commissioners “back in the day” gave as many speeches as the SEC Commissioners do today.

Some familiar themes existed back then, such as this one on “The SEC’s Role in Changing Patterns in Financial Reporting” before a conference entitled “The Age of the Conglomerate.” It’s interesting to note that the rules were so few and simpler back then that a Commissioner could deliver a speech that delved deeply into the intricacies of a specific rule, such as this 1970 speech on “Another Look at Shareholder Proposals in Proxy Statements” by Commissioner Richard Smith.

– Broc Romanek