April 20, 2012

Evelyn Y. Davis: Retired?

For many of you, the news that Evelyn Y. Davis is slowing down at age 82 will come as a mid-proxy season boost. As noted in this Chicago Tribune article, Evelyn has been skipping annual meetings this year – and even has halted production of her 47-year-old self-published newsletter “Highlights & Lowlights,” a $600-an-issue review of her governance battles that regularly features photos of her with bemused CEOs. Although Evelyn still has been submitting shareholder proposals to companies, I haven’t heard of her actually attending a meeting for the past two years.

For those of you who have never had the pleasure, go ahead and ask an old-timer for their favorite EYD story. Many of them are unsuitable for print in this family blog. I do note that she is partial to men, particularly if they are CEOs of a Fortune 50 company. Evelyn always had remarkable success with access to the powers that be – and making the CEO available to her often was a wise decision as it made it more likely that she wouldn’t turn your shareholders meeting into a complete spectacle. One day I’ll collect stories to post (including my own). I do note that Evelyn has been quite a philanthropist over the years, particularly in the effort to preserve Chicago history.

Until I post some stories, you’ll have to live with this great WaPo piece from ’03 – and this picture of Evelyn’s pre-bought tombstone in DC (I believe its two divorces behind):


Sentencing Commission Approves Increased Penalties for Certain Fraud Offenses

As reported in this Gibson Dunn memo, the United States Sentencing Commission has responded to Dodd-Frank directives by amending the sentencing guidelines – effective November 1st – that as noted in the memo “are likely to stiffen sentences for many defendants convicted of fraud offenses, particularly insider trading. At the same time, the Commission has continued its recent trend toward the use of rebuttable presumptions, rather than inflexible rules, in determining certain aspects of offense seriousness. That emerging approach gives criminal defense counsel greater latitude to advocate for sentence calculation methodologies more carefully tailored to each particular case.”

SEC Approves Amendments to FINRA Communications Rules

As noted in this Davis Polk memo, the SEC approved a significant overhaul of FINRA’s rules governing members’ communications with customers and the public. The revised communication rules will simplify and reorganize existing rules by reducing the number of communications categories from six to three. The new rules will also implement some noteworthy changes, such as the requirement to file with FINRA within 10 days of first use retail communications relating to registered structured products. FINRA will publish a Regulatory Notice by June 27, 2012 announcing an implementation date for the new rules that is not later than March 29, 2013. FINRA acknowledges that members will need time to alter their internal policies and procedures in response to the new requirements, and has stated it will take this into consideration in establishing an implementation schedule.

– Broc Romanek