January 7, 2014

Shareholder Proposals by “Proxy”: More Federal Court Lawsuits Against Chevedden

On the heels of reading about Corp Fin’s denial of a request by Apple to exclude a shareholder proposal based on “proxy” grounds, I learned of two lawsuits filed against John Chevedden in federal court. As reflected in this complaint, Chipotle filed a “proposal by proxy” lawsuit in a Colorado federal court last week. As you might recall, John is fighting an adverse court decision involving Waste Connections – based on a similar fact pattern – that was handed down last year in a Texas court. That appeal is ongoing.

Meanwhile, Express Scripts recently filed a lawsuit against John in a Missouri federal court (here’s the complaint). The suit’s basis is only the accuracy of supporting statements for an independent board chair proposal. Given this Davis Polk blog describing how Corp Fin continues to deny exclusion requests based on misleading supporting statements, I can’t imagine that John won’t win this case. But you never know in some of these federal court cases…

Webcast: “The ‘Former’ Corp Fin Staff Speaks”

Tune in tomorrow for the webcast – “The ‘Former’ Corp Fin Staff Speaks” – to hear former Senior Staffers from the SEC’s Division of Corporation Finance Brian Breheny of Skadden Arps, Meredith Cross of WilmerHale, Marty Dunn of Morrison & Foerster, Tom Kim of Sidley Austin and Dave Lynn of and Morrison & Foerster weigh in on the latest in the wake of the SEC’s Reg D changes and what you need to be doing for the upcoming proxy season, as well as provide a “bring-down” of what’s happening now in Corp Fin.

By the way, the conflict minerals appeal gets argued in federal appellate court today…

“Mommy’s Alright, Daddy’s Alright, They Just Seem a Little Weird”

I couldn’t help humming the lyrics from “Surrender” when I read this Bloomberg article entitled “Ex-Cheap Trick Drummer Sued Over Corporate-Director Removal.” As noted in this article, the case was tossed…

– Broc Romanek