May 21, 2010

Shocker! Senate Passes Cloture Motion – and Then Passes the Dodd Bill!

Yesterday afternoon, the US Senate passed a motion for cloture by a vote of 60-40 after failing to get a majority for this motion on Wednesday. Then, the Senate didn’t take advantage of the limited 30 hours of debate that cloture provides – instead it cleared a handful of procedural hurdles and passed the Dodd bill itself (the final bill is not yet available; I will blog when its posted; here’s the rollcall on how each Senator voted).

First, read this news from Ted Allen’s RiskMetrics’ Blog:

After several weeks of debate, the U.S. Senate voted 59-39 this evening to approve Senator Christopher Dodd’s wide-ranging financial reform legislation. The vote was largely along party lines, but four Republicans voted for the bill.

The final text was not immediately available, but the version of the bill brought to the floor included provisions to require majority voting in board elections and annual shareholder votes on executive compensation. The bill also affirmed the authority of the SEC to issue a proxy access rule.

The legislation will have to be reconciled with a narrower reform bill that the House of Representatives approved in December. That bill includes an advisory vote mandate and a proxy access provision, but not majority voting. A joint House-Senate conference likely will be held in June, and Democratic leaders hope to have a compromise bill ready for President Obama to sign by the July 4 holiday.

And more information from this excerpt of a WSJ article (see bottom of this article for bullets about where the Senate and House bills differ):

Sen. Gregg was one of 37 Republicans to vote against the 1,500-page bill. But the legislation ultimately passed with a narrow bipartisan majority. Four Republicans joined with 53 Democrats and the Senate’s two independents in support of the package. Two Democrats voted against the bill, and two senators weren’t present for the vote.

Now Congress will need to reconcile the Senate bill with a companion House package adopted in December on a 223-202 vote, with 27 Democrats joining unanimous Republican opposition.

The outlines of the two bills are largely the same. But there are more than a dozen notable differences that will need to be reconciled during negotiations that are expected to start within days. Despite the differences, the Senate passage virtually ensures that some type of financial regulatory reform will be finalized by this summer.

Leading the negotiations will be House Financial Services Chairman Barney Frank (D., Mass.), who has said he would like to have a compromise package by the end of June.

Insights: Delaware’s Latest Changes to the DGCL

In this podcast, John Grossbauer of Potter Anderson & Corroon provides some insight into this year’s changes to the Delaware General Corporation Law.

From “The Motley Fool,” here’s some great commentary about the ways of the world from Berkshire Hathaway’s Charlie Munger.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– Careers: Three Tips for Younger Lawyers
– Delaware Supreme Court Affirms In Part, Reverses In Part, And Remands Court of Chancery’s Ground-Breaking Decision On Bylaw Amendments, “Stockholders of Record” and “Vote Buying”
– SEC Proposes Large Trader Reporting System
– Special Litigation Committees: Chancellor Chandler Weighs In
– Do You Need to Use Director Nominee Questionnaires?

– Broc Romanek