October 1, 2013

What Government Shutdown? Corp Fin Can Operate at Full Capacity for Several Weeks

As I blogged yesterday, the SEC is fully operational even though the federal government is shut down. In fact, as noted in this Reuters article, the SEC can stay open – with all Staffers happily working – for a few weeks even if the government remains closed since it has access to some funds that other agencies don’t have (due to “carryover balances”). Dave is quoted in the piece about the potential impact on IPOs if the shutdown drags on for more than a few weeks…

The PCAOB is open. It’s a private sector agency with a December 31 fiscal year-end that is self-funded. Still, you would think they would post a note since some might not know that…

Today’s Webcast: “The Shareholder Proposal Process: Practice Pointers”

Tune in today for the webcast – “The Shareholder Proposal Process: Practice Pointers” – as those that deal with the proposal process most discuss the intricacies of the process including Marty Dunn of O’Melveny & Myers; Beth Ising of Gibson Dunn; Keir Gumbs of Covington & Burling; Paul Neuhauser of the Interfaith Center on Corporate Responsibility and consultant Beth Young.

The topics for this program are:

– From the proponent’s perspective, what factors are considered when deciding to “copy” a form of proposal that has avoided exclusion versus experimenting with a new formulation of proposal?
– From a company’s perspective, what factors are considered in deciding whether to submit a no-action request?
– What are good practices for negotiating over a proposal (including negotiating even before a proposal is received)?
– Under what circumstances does a proponent or company decide it’s not worth trying to negotiate out a proposal?
– From a proponent’s perspective, how does one decide whether to continue pursuing an issue for more than one year?
– On the company side, what type of post-mortem should the board and management conduct after each vote?
– What are good practices for working with the SEC Staff after a no-action request has been submitted?
– What are good practices for working with the other side while a no-action request is pending?
– What are factors to consider in deciding whether to appeal a no-action decision, including deciding to sue?
– What are good practices in drafting a supporting statement? In drafting a statement of opposition?

Our October Eminders is Posted!

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– Broc Romanek