December 11, 2009

E-Proxy & Proxy Contests

Continuing our proxy solicitor podcast series, in this podcast, Scott Winter of Innisfree provides some insight into how e-proxy intersects with proxy contests, including:

– Can you provide an overview of how notice & access works in a proxy contest?
– How common is notice & access in a proxy contest?
– Will the proposed amendments to the notice and access rules increase use of notice & access by dissidents?
– Should companies or dissidents utilize notice & access in a proxy contest?

The SEC’s E-Proxy Proposal: Comment Letter Fatigue Setting In?

With the deadline for comments on Corp Fin’s proposal to tweak e-proxy behind us, it may surprise you to learn that only two dozen of comments were submitted to the SEC, with the vast majority coming in after the deadline. [Based on the description of the items to be considered at Wednesday’s open Commission meeting, I don’t think this proposal will be acted upon then – although I guess it’s possible that this proposal falls within the term “other corporate governance matters.”]

Then again, it might not surprise you given there is so much other stuff going on – so the more “minor” proposals get buried. Even though we are in the early innings of reform in the wake of the financial crisis, folks might also be experiencing an early case of comment fatigue. I remember the same thing happened during the spate of SOX rulemaking in ’03 – by the end of several dozen proposals, folks had trouble commenting on the last half dozen of the proposals…

A Bunch of International Reforms

The wave of financial reforms sweeping this country is not unique; there are reforms taking place all over the world. Here is a sampling:

– In the UK, the final Walker Review recommendations were recently issued. This is a sweeping governance reform of the United Kingdom’s financial industry, including strengthening the role of non-executive directors and giving them new responsibilities to monitor risk and compensation.

– CalSTRS became the first US-based fund to endorse the United Kingdowm’s “best practices” code for investors that I blogged about last week. Notably, the Walker recommendations urge that this “Code on the Responsibilities of Institutional Investors” should be ratified by the UK’s Financial Reporting Council and become part of that country’s Stewardship Code.

– As noted in this article, the UK’s Financial Reporting Council has issued a set of proposals to reform the UK’s corporate governance regime. What was previously called “The Combined Code” will become “The UK Corporate Governance Code” – subject to what they call “consultation” – and will apply to all listed companies with a “Premium Listing” for fiscal years beginning June 29, 2010, regardless of the country of incorporation.

– India’s review of corporate governance prompted by the Satyam scandal is now expected to result in the issue of corporate governance guidelines by the end of December. Thanks to Jim McRitchie of for spotting this one (and the two directly above) for me.

– Broc Romanek