April 5, 2011

Shareholder Proposals: KBR Wins Lawsuit Against Chevedden Over Eligibility

As I have blogged back in January, KBR filed a lawsuit in the Federal District Court for the Southern District of Texas seeking a declaratory judgment that would allow the company to exclude a shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility. Yesterday, the court ruled in KBR’s favor, upholding the Apache decision from last year (which had been filed in the exact same court). We have posted the court’s memorandum and order in our “Shareholder Proposals” Practice Area.

Like Apache, KBR filed a lawsuit rather than attempt to exclude the proposal through the normal SEC channels (and thus challenging the Hain Celestial position of the Staff regarding the use of introductory letters from brokers as evidence of ownership under Rule 14a-8(b)).

Dodd-Frank: A Rulemaking Progress Report

Check out this nifty progress report from Davis Polk regarding all of the various agencies engaged in Dodd-Frank rulemaking. The charts help tell a story…

How Many Chiefs of Corp Fin’s Office of International Corporate Finance? Four

Last month, I posted a poll asking how many Chiefs of OICF have there been over the years. 14% guessed the correct number of four (23% guessed two; 23% guessed three; 22% guessed five; and 17% guessed 67). The four consist of Carl Bodolus (’73-’88), Sara Hanks (’88-’90), Rich Kosnik (’90-’93) and Paul Dudek (’93-current).

I received quite a few emails from folks remembering Carl, the founder of the office, including the fact that he was an incessant chain smoker that he literally lit one cigarette with the last vestiges of the prior cigarette (those were the days when smoking anywhere in the building was permitted).

In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 1349 companies filing their proxies, 42% triennial; 4% biennial; 51% annual; and 4% no recommendation.

– Broc Romanek