October 13, 2008
Posted: The “SEC Enforcement Manual”
Last week, the SEC Staff posted a 129-page Enforcement Manual. I believe that this document is new and not something the Staff has been sitting on behind closed door – although I don’t think the content itself is anything new. It’s a great idea since it seems to pull together all of the key Enforcement positions and policies in one place. I’m not sure why the SEC made it public, but I’m glad they did.
Gibson Dunn has written this memo summarizing some of the key areas of the SEC’s Enforcement Manual, including waiver of privilege, document production and the process by which the Staff may contact employees of a company under investigation.
The RiskMetrics’ 2008 Postseason Report
RiskMetrics Group has released its 2008 Postseason Report (and a series of unique industry sector reports). We have posted an executive summary of the Postseason Report in our “Proxy Season” Practice Area. Some key takeaways from the report include:
-Board declassification proposals received the greatest backing this year, averaging 67% support at 76 firms, up from 64% in 2007.
-Proposals calling for an independent board chair saw average support climb by more than 5% to nearly 30% of votes cast “for” and “against.”
-While the global credit crisis resulted in fewer transactions this year, hedge funds and other activists continue to target underperforming companies, leading to another record year for U.S. proxy contests.
-While most directors were elected with broad support, investors have become increasingly willing to withhold support from board members in uncontested elections, even in the absence of a high-profile “vote no” campaign. In fact, directors at 82 S&P 500 companies received more than 10% opposition this year, up from 64 firms in 2007 and 57 in 2006.
How to Change Your Advance Notice Bylaws
We have posted the transcript from the popular webcast: “How to Change Your Advance Notice Bylaws.”
– Broc Romanek