January 18, 2012

Shareholder Proposals: Apache vs. Chevedden (Again)

We’re now in Round 3 of Apache vs. John Chevedden. Here is Apache’s exclusion notice sent to the SEC last week indicating that the company intends to exclude a Chevedden proposal based on eligibility grounds. Apache went the “exclusion notice” route because it’s suing relying on newly minted SLB No. 14F rather than making the typical no-action request (Exhibit H is a separate attachment – and here’s the lawsuit’s complaint). It will be interesting to see if other companies follow this atypical route going forward.

Round 1 was Apache suing Chevedden in 2010 and won its case in the Federal District Court for the Southern District of Texas. As noted in this blog, Apache decided to forego a lawsuit last year in Round 2 and decided to exclude a proposal from Chevedden based on that court win, combined with the fact that KBR sued Chevedden (here’s last year’s exclusion notice filed with the SEC).

SEC Inspector General to Leave His Job

Wow. The original title of this blog was “SEC Inspector General Buys NFL Tickets from Radio Show Host: Does It Matter?” – then came the news yesterday that SEC Inspector General David Kotz was leaving the Commission. So maybe his departure answers the question posed in my former title? That’s not clear. Anyways, here’s what I wrote for this blog entry before the news:

A few weeks ago, I blogged about how SEC Inspector General David Kotz was being investigated by the SEC’s General Counsel for providing a 75-minute interview on a semi-infomercial website. Now, the mass media is reporting how Kotz purchased NFL tickets from a radio show host after appearing on his program. I don’t know enough about the ethics rules to opine on whether this is truly newsworthy. But I am fascinated that the mass media is ready and willing to report on such things. I harken back to a decade ago when things that were SEC-related rarely got coverage. Now, anything related seems to be newsworthy…

Board Effectiveness

In this podcast, Catherine Bromilow of PwC’s Center for Board Governance discusses a new book by PwC and the Institute of Internal Auditors entitled “Board Effectiveness: What Works Best” – which includes anecdotes from active directors about their personal experiences, including insights on their interactions with investors, media, and regulators – including:

– Why did you write the new book?
– What are some of the practical nuggets in it?
– Any surprises when writing it?
– Where can people get a copy of the book?

– Broc Romanek