July 23, 2013

Broadridge Changes “Interim Vote Reporting” Position

As noted in this Broadridge Steering Committee newsletter:

On May 15 and June 17, the Steering Committee reviewed the decision made by Broadridge on May 10 to cease its practice of releasing preliminary shareholder voting information to those proponents of shareholder proposals who had requested Broadridge, as agent of banks and brokers, to distribute their soliciting material to shareholders.

In 2011, the Steering Committee had reviewed Broadridge’s practice of sharing voting trend information with dissident shareholders. At that time the Committee found that, so long as the recipients of the early voting data signed confidentiality agreements and in the absence of objections from the brokers and banks to whom the voting information belonged, the Committee had no objection to the practice.

In May of this year, however, circumstances changed. The brokers conveyed to Broadridge their concerns about the early release of their voting data. Broadridge stressed its neutrality on the merits of whether or not brokers’ early vote totals should be released, but stated that, as an agent, it was contractually bound to follow the directions of its principals, the brokers. Some members of the Steering Committee, while acknowledging that Broadridge’s contracts required it to obey its clients’ instructions, questioned the timing of the change, that is, whether Broadridge could have postponed its decision until after the current proxy season. Broadridge responded that as the brokers did not give them latitude to delay the decision, they were required to terminate the practice immediately.

A number of members of the Steering Committee suggested that the SEC was the proper body to provide clarity on this issue going forward. The Committee stated that it would continue to monitor developments on this issue.

Learn more in this article about VIFs and vote reporting…

What Does a SEC Impersonator Look Like?

Over the past few years, the SEC periodically has issued an investor alert warning about government impersonators (here is one and another). Apparently, these impersonators use fraudulent solicitations purporting to be affiliated with – or sponsored by – the SEC. There even has been a recent bogus email scam using the name of Commissioner Gallagher!

So who do you like for the movie? For some reason, I keep thinking Matthew McConaughey would be perfect for the role, particularly using much of his character from last year’s “Magic Mike”…

Transcript: “Law Firms & Independence: What to Do Now”

We have posted the transcript for the recent webcast: “Law Firms & Independence: What to Do Now.”

– Broc Romanek