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September 8, 2010

Proxy Access: Will There Be a Court Fight?

This is a question that has been asked long before the SEC’s recent adoption of proxy access. Media articles for quite some time have intimated that reporters were told that a court fight was inevitable if the SEC adopted access. Other recent articles have included denials that anything litigious would be in the works from the trade associations that tend to sue the SEC. This Reuters article from last week once again gives the impression that a court fight is inevitable. We shall see…

The SEC and A Very Unfortunate Leak

Here is something from Professor Jay Brown’s “Race to the Bottom” Blog a little while back:

The WSJ has reported that the decision to accept the settlement in the Goldman case was only approved by a 3-2 vote. This is an outrageous leak, to the extent true.
This type of information is highly confidential and ought not to leak to the press. When there were leaks that the Goldman case had been authorized by a 3-2 vote, we criticized the leak and recommended that the Commission rely more often on executive sessions.
The article in the WSJ noted that the 3-2 vote occurred in a “30-minute closed-door session,” an apparent reference to an executive session.

Executive sessions are closed to most of the staff and typically open only to those who are in a must know situation. Despite the precaution, the leak occurred. Given the smaller number of officials aware of what transpired at the meeting, the Agency should conduct an investigation and attempt to identify the source of the leak. Indeed, we think that is an appropriate function for the Inspector General and a better use of his time than investigating whether whether the Goldman case was politically timed.

Leaks from the SEC have become fairly common this decade for some reason. Perhaps it’s a byproduct of the Internet, which makes it so much harder to lock down information. Perhaps it’s because the mainstream media – as well as a slew of social media “reporters” – actively follow the SEC these days. But it is notable that the key proxy access thresholds were not leaked before that rulemaking’s open Commission meeting. Pretty hard to do considering how much advance interest there was in that rulemaking…

Mailed: September-October Issue of The Corporate Executive

The September-October Issue of The Corporate Executive includes pieces on:

– A Legacy of the Bush Administration Comes to an End: Planning Now for 2011 Tax Rate Increases
– Which Tax Rates Are Really Changing (and for Whom)?
– Paying 2011 Bonuses in 2010?
– Accelerating Vesting for Restricted Stock and Unit Awards
– Section 83(b) Elections for Restricted Stock
– Possible Actions for Non-Qualified Stock Options
– Internal Pay Equity–Getting a Head Start
– Institutions and Proxy Advisors Will be Focused on Internal Pay Equity
– Respected CEOs Weighing In
– How Should Internal Pay Equity be Used by a Compensation Committee?
– What Is the Right Ratio – Why the Historical Analysis Is So Important
– Your Upcoming Proxy Disclosure – An Opportunity for the Company to Tell Its Own Story
– How to Make the Calculations – How to Craft the Proxy Disclosures

Act Now: Get this issue rushed to you by trying a “Rest of ’10 for Free” No-Risk Trial today.

– Broc Romanek