TheCorporateCounsel.net

We have posted the results from our recent survey regarding annual meeting conduct, repeated below:

1. To attend our annual meeting, our company:
– Requires pre-registration by shareholders – 5.9%
– Encourages pre-registration by shareholders but it’s not required – 13.2%
– Requires shareholders to bring an entry pass that was included in the proxy materials (along with ID) – 5.9%
– Encourages shareholders to bring an entry pass but it’s not required – 11.8%
– Will allow any shareholder to attend if they bring proof of ownership – 57.4%
– Will allow anyone to attend even if they don’t have proof of ownership – 33.8%

2. During our annual meeting, our company:
– We hand out rules of conduct that limit each shareholder’s time to no more than 2 minutes – 20.9%
– We hand out rules of conduct that limit each shareholder’s time to no more than 3 minutes – 26.9%
– We hand out rules of conduct that limit each shareholder’s time to no more than 5 minutes – 4.5%
– We announce a policy that limits each shareholder’s time to no more than 2 minutes (but rules are not handed out) – 7.5%
– We announce a policy that limit each shareholder’s time to no more than 3 minutes (but rules are not handed out) – 3.0%
– We announce a policy that limit each shareholder’s time to no more than 5 minutes (but rules are not handed out) – 0%
– There is no limit on how long a shareholder can talk (subject to the inherent authority of the Chair to cut off discussion at any time) – 37.3%

3. For our annual meeting, our company:
– Provides an audio webcast of the physical meeting, including posting an archive – 25.0%
– Provides an audio webcast of the physical meeting, but does not post an archive – 7.4%
– Has provided an audio webcast of the physical meeting in the past, but discontinued that practice – 1.5%
– Is considering providing an audio webcast of the physical meeting but haven’t decided yet – 4.4%
– Provides a video webcast of the physical meeting (or is considering doing so) – 1.5%
– Does not provide an audio nor a video webcast of the physical meeting – 60.3%

4. At our annual meeting, our company:
– Announces the preliminary results of the vote on each matter (unless special circumstances arise such as a very close vote) – 92.7%
– Doesn’t announce the preliminary results of the vote on each matter – 7.4%

Please take our new “Quick Survey on More on Compensation Committees and Compensation Consultants.”

Size Doesn’t Matter: SEC Targets Small, Newly Formed Public Companies in Their Crusade

The title of this McGuire Woods memo grabbed me, highlighting how the SEC’s new Foreign Corrupt Practices Act unit has made clear that newly public companies doing business overseas will be held to the same compliance standards as larger and more established public companies.

But this is just the tip of the iceberg as the SEC’s Enforcement Division has been implementing its new series of initiatives over the past six months, as illustrated in this Gibson Dunn memo. Perhaps best reflecting the SEC’s newfound willingness to be tough on fraudsters is this recent speech from SEC Commissioner Luis Aguilar about his desire for more D&O bars.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:

– An Open Issue in Europe: Confidentiality of Communications with In-House Lawyers
– Survey: What Keeps Your Board Up at Night?
– Vendors Lacking In Experience: The White Paper
– Security Risks with Digital Copiers, Etc.
– SEC Enforcement Action Demonstrates Potential Risks of “Flash” Reporting

– Broc Romanek