March 19, 2009

Another New E-Proxy Notice from Broadridge

Back in January, I blogged about Broadridge’s new e-proxy notice for beneficial owners. It looks like they have gone back to the drawing board and improved their Notice some more in an effort to better educate shareholders and boost their willingness to vote. [Personally, I think this process would have gone smoother had Broadridge posted a draft Notice for public comment, both last year – and this year. And I don’t mean to single Broadridge out here. All the providers with Notices should post drafts for comment – so they can get input into enhancing usability.]

Although there has been no statement from the SEC Staff, Broadridge informs us that the Staff has reviewed these changes in this Notice. This is important to know since the new notice fails to satisfy a few of the requirements of Rule 14a-16(d). For example, the new notice doesn’t seem to have a place for directions to the meeting (Rule 14a-16(d)(8)). And although the requisite text for the legend required by Rule 14a-16(d)(1) seems to be included in one form or another, it doesn’t track the exact wording from the Rule.

We have received a number of inquiries from members nervous about relying on Broadridge’s representation that the Staff has blessed this departure. Hopefully, the Staff can make some type of public statement to alleviate the fears of those that want to be in compliance.

To help educated shareholders learn more about Notice & Access, Broadridge has created this Resource Center. Originally, it seemed like they would use the simple URL of for this new portal. But now that simple URL routes folks to Broadridge’s home page – and they’re using a long complicated URL for this new page. The original idea seemed more shareholder-friendly…

Pension Assets: Another Shoe to Drop?

One item to be closely watched in the annual reports being filed now is how the pension liabilities of companies are faring. For example, this recent report states that among the 100 largest corporate pensions, they suffered asset losses of $49 billion – partially offset by declines of $26 billion in liabilities due to changing the discount rates used to calculate the amount of the liabilities. The report notes that the funded status of these plans has fallen by 22% over the past twelve months, a decrease in funded status of $308 billion. Learn more about this development from the memos posted in our “Pension Plan” Practice Area.

It’s Tournament Time, with both my alma maters – Michigan and Maryland – representing! Go down memory lane and recall the miracle run by Michigan 20 years ago when their coach quit/got fired just before the tourney commenced.

March-April Issue: Deal Lawyers Print Newsletter

This March-April issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:

– Lessons from the Meltdown: Remedies
– Poison in a Pen: Recent Trends in Drafting Shareholder Rights Plans
– The Ultimate Takeover Defense? RiskMetrics’ New View on Net Operating Loss Poison Pills
– Delaware Upholds Private Equity Deal Structures
– Recent Developments under the Delaware Short-Form Merger Statute
– Section 13(d): The Challenges of “Group Membership”

If you’re not yet a subscriber, try a 2009 no-risk trial to get a non-blurred version of this issue for free.

– Broc Romanek