January 25, 2010

White Paper: 51 Firms Weigh In on New York’s New Power of Attorney Statute

As I’ve blogged, there are appear to be deficiencies with the amendments to New York’s power of attorney statute that were adopted last summer, which have changed the requirements for creating certain types of valid powers of attorney in New York and – when read in isolation – may have had the unintended consequence of invalidating a wide variety of common corporate, commercial and financial documents.

Now, 51 law firms have weighed in with this White Paper with the aim of providing a blueprint for a consensus among practitioners on some of these troublesome issues because of the concern that an overly conservative interpretation may become the accepted version of the law. The White Paper focuses specifically on proxies to vote shares of corporations, indorsements to effect the registration of transfer of certificated securities and powers of attorney granted in connection with the formation and governance of non-New York limited liability companies and non-New York limited partnerships. The firms conclude that – consistent with New York’s customary and long-standing principles of statutory interpretation as well as the internal affairs doctrine – at least substantial portions of the statute do not apply to the issues covered in the White Paper.

Virtual Annual Meetings: Intel Decides to Hold Physical Meeting in 2010

According to Jim McRitchie’s “ Blog,” Intel has decided to at least postpone foregoing holding a physical component to its annual shareholders’ meeting for 2010. Initially, Intel planned to hold a completely virtual annual meeting as Broadridge did a few months ago. Intel planned to take its quasi-virtual annual meeting from last year one step further and hold it completely online – now Intel will hold its ’10 as a quasi-virtual one just like it did in ’09. Here’s an investor’s statement on Intel’s decision.

More on our “Proxy Season Blog”

With the proxy season in full gear, we are posting new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Effective Board Engagement with Shareholders
– A Real Reason: Attaching Plans to the Proxy Statement
– Newground Initiates “Fair Vote” Campaign
– Analysis: Voluntary Implementation of Proxy Access
– Annual Meeting Transcripts: Should You Post One?

– Broc Romanek