February 28, 2012

Corp Fin Withdraws Two CDIs as Reg D Amendments Become Effective

Yesterday, the following two CDIs were withdrawn because the SEC’s amendments to Regulation D to implement Section 413 of Dodd-Frank – regarding the net worth standard under the definition of accredited investor – became effective: Section 179. Rule 215 – Accredited Investor: Withdrawn Question 179.01 and Section 255. Rule 501 – Definitions and Terms Used in Regulation D: Withdrawn Question 255.47.

We have many memos on the new standard posted in our “Private Placement” Practice Area – and we’ll be covering this topic (and much more) in our upcoming webcast: “The Art of Regulation D and Private Placements.”

Meanwhile, Keith Bishop blogs about a proposed California bill that would allow general solicitations in that state. And his blog today is entitled “Bill Proposes Another Reason Not To Incorporate In California.”

Report: How ESG Will Fare This Proxy Season

Today, Sustainable Investments Institute and As You Sow release their annual Proxy Preview Report. Their proxy season forecast primarily deals with social and environmental proposals and a smattering of governance ones (those with a social twist) and it includes profiles of a bunch of different shareholder activists, plus commentaries from a few other key proxy season players. In addition to the Report, they are holding a webcast later today.

Highlights of the 2012 ESG shareholder proposals include:

– Political Spending: Investors are increasingly concerned about corporate political spending disclosure and have filed twice as many resolutions on this topic for 2012 (109) as they did just three years ago. New is a large group of proposals that focus on spending after elections, through lobbying. Another new feature in 2012 is a call for ending any campaign spending at a couple of companies (3M, Target, and Bank of America), and a few requests for shareholder votes on companies’ political spending practices. Contributions through intermediaries are a critical focus of all the proposals, highlighting public worries about cash and influence in the 2012 election.

– Environment and Sustainability: Shareholder proponents still want companies to address climate change, reduce their impacts on natural resources, and use fewer toxic chemicals. The 117 environmental/sustainability resolutions filed in 2012 express these concerns as part of a roadmap for a new energy future. Coal and fracking dominate the group of 44 natural resource management proposals, with worries about the financial risks of relying on coal-based energy and the implications of shale gas development. A shareholder resolution from the New York City pension funds has helped prompt deals with Apple and other big electronics firms to be more open about conditions in their supply chains, even as investors tell companies they want environmental and social policies that are sustainable over the long term.

– Mortgage Foreclosures: Investors at four of the country’s biggest banks will vote on whether they want more information on loan modifications, foreclosures, and securitization – on the heels of the recent $26 billion settlement that benefits homeowners.

– Diversity: The country’s largest institutional investors want more diverse boards, as the report highlights. And companies increasingly are establishing non-discrimination policies for lesbian, gay, bisexual, and transgender (LGBT) employees, even as they face 38 proposals on this subject. Combined, the board and employee diversity proposals account for 11% of the total number of proposals filed so far, about even with the 2011 tally.

– Labor and Human Rights: About two dozen resolutions request action on labor and human rights, mostly at companies active in global conflict zones, from faith-based investors. But several also raise concerns at private U.S. prison companies, Corrections Corp. of America, and GEO Group. An AFL-CIO proposal to a few companies is about worker safety on oil rigs and refineries, following up on safety audit issues sparked by Gulf of Mexico spill two years ago. And a new Securities and Exchange Commission interpretation just issued means investors now can vote on whether they think companies should provide equal access to all on the Internet.

Transcript: “Alan Dye on the Latest Section 16 Developments”

We have posted the transcript for the recent webcast: “Alan Dye on the Latest Section 16 Developments.”

– Broc Romanek