December 15, 2009

SEC Re-Opens Proxy Access Comment Period: What Does It Mean?

Yesterday, the SEC issued this press release to extend the comment period on its proxy access proposal for another 30 days. The original comment period ended on August 17th.

For the most part, the press release seems like a formality since the SEC had previously announced back in October that it didn’t intend to consider adopting final rules in this area until early next year. And the SEC regularly takes into consideration comment letters that come in after a comment deadline.

This action may mean absolutely nothing. Or maybe the SEC is being extra careful about meeting the dictates of the Administrative Procedures Act since litigation over this rulemaking has been threatened (and even stronger authority from Congress doesn’t help with the APA). Or perhaps it signals some increasing willingness to consider an “opt out” – the related formal extension release lists four specific comment letters it has received as items that the public may wish to comment upon (as well as the other 500-plus comment letters received so far).

Or maybe this will set the SEC back even further on their rulemaking timetable for proxy access (even with a short 30-day comment period) – since it takes the Staff time to process new comment letters – and this would delay the SEC’s consideration of these rules until legislation is passed providing stronger authority for their ability to rulemake in this area…

Proxy Access: Do You Need to Re-Submit Your Comment Letter?

For those that have already commented, you do not need to resubmit your comment letter – your existing letter is already on file and will be contemplated. However, the SEC is seeking comment on the letters already submitted – including the four noted in their extension notice – so if you feel strongly about this rulemaking, you may want to consider sending in new thoughts on those. But don’t just submit the same letter you already submitted – that won’t make you a fan of the Staff…

Factors to Consider Before Ordering a NOBO List

In this podcast, Rachel Posner of Georgeson digs into the intricacies of ordering a NOBO list, including analysis of the factors to consider when deciding whether to order one.

– Broc Romanek