January 10, 2012

Posted: List of Proxy Access Shareholder Proposals

For those keeping track, ISS is maintaining this list of access shareholder proposals. 16 so far, including a fourth variation. Meanwhile, the first companies have commenced sending in no-action exclusion requests to Corp Fin on access proposals as noted in this blog

Posted: Winter Issue of Compensation Standards Newsletter

We’ve heard such tremendous feedback from our week of executive pay conferences that was held back in November that we have decided to share this lengthy transcript from our plenary session entitled “Say-on-Pay Shareholder Engagement: The Investors Speak” in the form of this lengthy Winter 2012 issue of our Compensation Standards newsletter, which was just posted on The practical guidance provided during this panel from those that vote proxies at thousands of companies is timely as we gear up for another interesting proxy season.

Renew Now: As all memberships expired on December 31st, if you haven’t yet renewed for ’12, you will not be able to access this issue, nor catch this Thursday’s webcast on that site: “The Latest Developments: Your Upcoming Proxy Disclosures–
What You Need to Do Now!

Federal Court Sides with SEC, Orders Hearing on SEC’s Subpoena to Deloitte

Here’s news pulled from this White & Case memo: On January 4th, a magistrate judge granted the SEC’s request for a hearing to decide whether to order the Shanghai office of Deloitte Touche Tohmatsu CPA Ltd. (“Deloitte Shanghai”) to produce documents related to its work as the outside auditor of Longtop Financial Technologies, Ltd. This proceeding will decide important issues bearing on the SEC’s ongoing enforcement action against Longtop, a publicly traded Chinese company. The magistrate judge’s decision closely follows the SEC’s deregistration of Longtop on December 14th for failing to file required annual reports and audited financial statements with the SEC. Longtop’s securities are now substantially worthless.

The hearing will also highlight tensions between the SEC and Chinese issuer and auditor regulators who have failed to reach a written agreement on mutual assistance in securities investigations and supervision of audit firms despite talks during the summer of 2011. This sets the stage for either resolution of those tensions through negotiation or increased conflict between the two regulatory systems with unknown consequences for issuers and auditors in both capital markets.

– Broc Romanek