December 16, 2009

Dave & Marty on Shareholder Proposals, Staff Transparency and Muscle Cars

In this podcast, Dave Lynn and Marty Dunn weigh in on the latest developments regarding shareholder proposals and transparency of the SEC Staff’s positions – as well as discuss muscle cars.

Speaking of Staff transparency, here are slides regarding areas of frequent comment from the Corp Fin Staff to financial institutions that were presented by the Staff at last week’s AICPA Conference.

Another US Supreme Court Case: Conrad Black’s Fraud

The day after I went to the Supreme Court, Conrad Black’s fraud case came before SCOTUS as a test case to determine whether the “honest services” clause (ie. deprive[s] another of the intangible right of honest services) in the wire and mail fraud statute is so broad that it should be invalidated. Here is the transcript of that case’s oral arguments – and here is a blog analyzing the arguments: ” When Is Fraud Really Fraud? The Case of Conrad Black.”

Canadian Securities Regulators Decide Not to Overhaul Corporate Governance Regime

Here is an excerpt from this Tory’s memo: “Canada’s securities regulators have decided not to proceed with the overhaul of our corporate governance regime proposed last December. The proposals would have introduced a more principles-based regime focusing on disclosure in relation to nine high-level corporate governance principles and eliminating the bright-line tests in the current definition of independence, leaving independence determinations to the reasonable judgment of the board of directors. In so doing, the proposals would have moved Canada’s corporate governance regime further away from the U.S. regime, which focuses increasingly on mandatory requirements.”

– Broc Romanek