February 4, 2014

Form 8-K: ISS’ QuickScore 2.0 May Cause Companies to Expand Director Independence Disclosures

With the deadline for companies to verify the factual information pertaining to them looming – this Friday – for ISS’ QuickScore 2.0, this updated alert from Gibson Dunn includes answers to questions that they asked ISS. And that resulted in ISS posting an updated technical document over the weekend. Note that ISS’s new approach may drive companies to expand their new director 8-Ks to include information addressing their independence, so that the information gets picked up by QuickScore – as noted at the end of the Gibson Dunn memo

Preliminary Proxy Statements: Corp Fins Gives Novel Foreign Issuer Relief!

For the first time, Corp Fin has issued interpretative guidance under Rule 14a-6 based on foreign law. In this letter, Corp Fin states that Schlumberger – and any other issuers organized in Curacao – may file a definitive proxy statement without filing a preliminary proxy statement for certain matters subject to an annual stockholder vote under the laws of Curacao.

Meanwhile, the SEC has put a draft of their 5-year strategic plan out for comment. The Corp Fin-related stuff begins on page 27…

SEC Issues 20 Stop Orders in a Single Day!

As I’ve blogged before, it’s rare that the SEC issues a stop order to stop the effectiveness of a pending registration statement. That’s why it’s notable that the SEC issued 20 of them yesterday relating to purported mining companies who had filed registration statements with allegedly false information (all of the companies are believed to be controlled by one dude – my favorite name is the “Chum Mining Group”)…

– Broc Romanek