February 14, 2013

Ginny Fogg on Shareholder Proposal Processes

Move over Dave & Marty! Ginny & Broc are gonna give you a run for your entertainment dollars. In this podcast, Ginny Fogg of Norfolk Southern provides some insight into how to handle shareholder proposals, including:

– What is your shareholder proposal intake process (eg. who gets copies and is there a log)?
– What are the steps in deciding how to react to a shareholder proposal?
– What do you do for relief during the proxy season?
– Who drafts and reviews a statement in opposition to a shareholder proposal?
– What is a typical gameplan in handling a shareholder proponent who says they are coming to the annual meeting?

Last week, I asked “how many firms does it take to reach a consensus?” I received many responses but this one was the most clever: “It takes 10 for a minyan (quorum) in Judaism. That sounds like a good number for a consensus.”

Conflict Minerals Briefs: More Coming In!

Recently, I blogged that briefs were being filed in the conflict minerals lawsuit filed by the Chamber. Here is a Compliance Week article and a Davis Polk blog discussing these briefs in more detail…

The Ongoing Saga of Judge Rakoff & the SEC

For several years, Judge Jed Rakoff has been rejecting SEC settlements because he thinks they are too soft – particularly the agency’s practice of allowing companies to settle fraud cases without having to admit that they had done anything wrong. This DealBook article lays out the oral arguments before a federal appeals court in the SEC v. Citigroup case. And here is a “Securities Law Prof Blog” about it…

– Broc Romanek