March 21, 2012

The JOBS Act in the Senate: Progress Report

Yesterday, the Senate held a vote to amend the JOBS bill that was recently approved in the House. The amendments – proffered by Senators Reed, Landrieu and Levin – would include some very basic investor protections (protections which the Obama Administration originally had called for, but more recently has become deafening silent on). The vote today was 55-44 in favor, with one abstention – and was along party lines except for Republican Senator Brown (R-Mass.) who is in a tough reelection fight and he voted for these protections. That tally fell five votes short of the 60 needed to end debate on the measure.

In a surprise move, coming after Senate Republicans killed an amendment to reauthorize the Export-Import Bank, Senate Majority Leader Harry Reid (D-NV) canceled a remaining vote on the bill and called a meeting of Senate Democrats. As noted in this article from The Hill, there is some dissension among Democrats over the bill. This WSJ article states that the bill “is now expected to clear the Senate by week’s end.”

Mike Gettelman notes: “After the JOBS (jobbed?) Act, the Securities Act of 1933 should be called the Securities Act of 2012. Lots of late colleagues turning over in their graves.”

Anatomy of Another Groovy Proxy Statement: Pfizer

So many members enjoyed my blog dissecting Prudential’s proxy statement on Monday that I decided to see what Pfizer is doing with that company’s proxy statement. It also is a fine example of how to make a proxy statement more “usable,” including:

– Overall usable design, including greater use of graphics and charts than in the past, particularly in the CD&A
– Committee reports from the Corporate Governance and Regulatory and Compliance Committees (pages 14-15), not just from the committees required to provide reports
– Excellent discussion of board leadership structure (pages 8-9; they recombined the CEO/Chair positions in December)
– Response to 2011 say-on-pay vote (page 34)
– Inclusion of CEO letter (3rd page from front)
– Use of proxy summary (page i) and CD&A executive summary (page 42)

The Latest Developments on Proxy Access Shareholder Proposals

In this podcast, Rebekah Toton of O’Melveny & Myers provides some insight into Corp Fin’s recent no-action responses on proxy access shareholder proposals, including:

– What no-action responses has the Corp Fin Staff issued so far on proxy access proposals?
– Are there more responses expected this proxy season?
– Based on what has happened, what should companies be doing now?

– Broc Romanek