August 10, 2011

More from the ABA Annual Meeting: Proxy Mechanics

I am just back from Toronto, and as always there were lots of informative sessions at the ABA Annual Meeting. One session was centered on a roundtable recently conducted by the University of Delaware’s John L. Weinberg Center for Corporate Governance, which led to a document entitled “The Report of Roundtable on Proxy Governance: Recommendations for Providing End-to-End Vote Confirmation.” This report identifies steps toward improving the shareholder voting process in response to the SEC’s proxy mechanics concept release. The report talks about taking the following steps with the shareholder voting process:

1. Early-Stage Entitlement Confirmation: All parties that anticipate submitting votes for a shareholders’ meeting should confirm their voting entitlements with the meeting tabulator within a defined period (six days) following the record date.

2. Encouragement of Early Voting: All shareholders are encouraged to cast votes early in the solicitation period and, in any event, no later than three business days before the shareholders meeting.

3. Enhancements to Exception Processing: Tabulators should promptly (within one day) communicate to vote-reporting entities the reasons vote reports are being rejected.

4. Vote Confirmation: The proxy process should enable investors to obtain, via the Internet or other electronic means, a vote confirmation on a demand or as needed basis, utilizing, e.g., existing Voting Instruction Form (VIF) control numbers.

More on FINRA’s Plate: Social Media

Yesterday, Broc blogged about a number of things on FINRA’s corporate financing agenda. As this Morrison & Foerster memo notes, FINRA Chairman and CEO Richard Ketchum recently noted that FINRA’s Social Networking Task Force continues to examine issues relating to the use of social media by member firms, and that FINRA intends to provide further guidance on social media issues later this year. The last guidance that FINRA provided on social media issues was in Regulatory Notice 10-06, and the MoFo memo summarizes the current landscape on social media issues for FINRA-member firms.

Webcast Transcript: “Understanding the Private Company Trading Markets “

We have posted the transcript for our recent webcast: “Understanding the Private Company Trading Markets.”

– Dave Lynn