Monthly Archives: April 2014

April 30, 2014

Corp Fin Issues Conflict Minerals Guidance: (Mostly) Full Steam Ahead

Yesterday, during a House Financial Services Committee hearing about the SEC’s budget, SEC Chair White said that the SEC will continue to implement the bulk of its conflict minerals rule despite the recent ruling by the US Court of Appeals for the DC Circuit (here’s her written testimony – which doesn’t include this statement). Not a surprise given the joint statement from the Republican Commissioners urging a full stay as I blogged yesterday. That was a failed preemptive plea. But still no word whether the SEC will seek a rehearing, etc.

Then in the early evening, Corp Fin issued interpretive guidance, coming in the form of a statement from Corp Fin Director Keith Higgins. The statement notes:

June 2nd Deadline Remains the Same – Companies are still required to file initial Form SDs by June 2nd.
No Need to Label – The big change is that – in line with the appellate decision – companies aren’t required to characterize any products as “DRC conflict free” if they have not been found to be “DRC conflict free” or “DRC conflict undeterminable.” My guess is that most companies will decide to drop the label until this court wrangling gets sorted out, particularly if the label isn’t important to a company’s due diligence discussion or its plans going forward.
Requisite Disclosures – For products that otherwise would have merited a label other than “DRC conflict free,” disclosure is required for the facilities used to produce the conflict minerals, country of origin and efforts to determine the mine or location of origin.
Need Audit If Voluntarily Label – For those that voluntarily decide to use “DRC conflict free” label, they must obtain a private sector audit (but no audit required if no products identified as “DRC conflict free”).

The SEC’s Internal Battle Over WKSI Waivers: Are Some Companies “Too Big to Bar”?

Yesterday, I blogged that Democratic Commissioner Kara Stein had dissented on a WKSI waiver. This was a waiver granted to the Royal Bank of Scotland Group, whose subsidiary was criminally convicted for its conduct in manipulating LIBOR. Kara notes that “since the inception of WKSI nearly a decade ago, the Commission had not granted a WKSI waiver for criminal misconduct” until one instance last fall and then this case. She also fears “that the Commission’s action to waive our own automatic disqualification provisions arising from RBS’s criminal misconduct may have enshrined a new policy—that some firms are just too big to bar.” Here’s a Bloomberg article that notes that Commissioner Aguilar also voted against – while Chair White and Commissioners Gallagher and Piwowar voted in favor (and here’s another piece).

Yesterday afternoon, Commissioner Gallagher issued a statement on WKSI waivers that explains his approach to them. Essentially, he is against a “punishment-based view” (here’s a Reuters’ article about his statement). Here is an excerpt from his statement:

Philosophically, the punishment-focused view of WKSI waivers is even more troubling. I am not proposing to ignore the severity or gravity of criminal misconduct. These types of violations are serious, and should be treated as such. But the misconduct itself is appropriately punished through the underlying criminal or civil enforcement process. It is only when that process has been exhausted, and the entity appropriately punished, that we turn to the question of whether the collateral consequence of that punishment—the loss of WKSI status—should be waived. The question of whether to grant a WKSI waiver is, or at least used to be, a dispassionate analysis, undertaken by the technical experts in the Division of Corporation Finance, separate and apart from the enforcement process.

How the Supreme Court’s Lawson Case Impacts Public Companies

In this podcast, Steve Pearlman of Proskauer addresses whistleblower protections in the context of the recent Supreme Court decision – Lawson v. FMR – and the implications for both public and private companies (here are memos on that case), including:

– Can you describe the Majority’s ruling and the reasoning it used to reach that result?
– Are there any particular risks for employers that this ruling creates?
– What types of new claims should we expect to see as a result of this ruling?
– How does this ruling affect public companies, and what should they do?

– Broc Romanek

April 29, 2014

The SEC Commissioners Rebel! Are the Wheels Coming Off?

“Nobody told me there’d be days like these. Strange days indeed – strange days indeed.” John Lennon’s words, but they apply to yesterday’s news out of the SEC. First, the two Republican Commissioners – Michael Piwowar & Dan Gallagher – issued this joint statement on the conflict minerals court decision. This prompt many members to assume this means that these two lost their argument and that the SEC is not issuing a stay on the conflict mineral rule, which some had expected would happen. But the SEC hasn’t said so – at least not yet – so we are all still awaiting that important decision (this WSJ article says that the SEC is preparing to implement the bulk of the rule).

Outside of the context of rule adoption and speeches, it’s pretty rare for Commissioners to issue statements like this to publicly air disputes. However, the Commission increasingly has become partisan over the past decade – and this joint statement is not that big of a surprise given the fight over the conflict mineral rule all along.

What was surprising though was the second news of the day – a dissent on a WKSI waiver! And this time by Democratic Commissioner Kara Stein! I feel bad for Chair Mary Jo White who might have a tougher time garnering consensus going forward. Back when I worked for a Commissioner in the late ’90s, Chair Arthur Levitt rarely would take a matter to a vote unless he knew he had a 5-0 vote in his pocket. That certainly is ancient history…

5 Steps to Becoming a SEC Commissioner

So how does one become a SEC Commissioner anyway? In this 2-minute video, I describe the criteria – in practical terms – of being appointed a SEC Commissioner:

Webcast: “Latest Developments in IPOs & Capital Raising”

Tune in tomorrow for the webcast – “Latest Developments in IPOs & Capital Raising” – to hear Jocelyn Arel of Goodwin Procter; Steve Bochner of Wilson Sonsini; Dave Lynn of and Morrison & Foerster; and David Strong, Partner of Morrison & Foerster explore the latest developments in IPOs and raising capital, including all the various alternatives, such as “Up-C” IPOs, PIPEs and registered direct offerings, “at-the market” offerings, equity line financings and rights offerings – and more…

– Broc Romanek

April 28, 2014

23 Cool Things About Merck’s ’14 Proxy Statement

In this 2-minute video, I run down 23 great ways that Merck enhances the usability of its 2014 proxy statement:

Corp Fin Revises WKSI Waiver Policy Statement Again

Last week, Corp Fin revised its policy statement concerning when it will grant a waiver of ineligible issuer status for WSKIs for the 2nd time over the past few months. The latest revision provides guidance on what constitutes “a showing of good cause”…

Shareholder Proposals: Fracking Proposal Withdrawn at Exxon In Exchange for Disclosure

As noted in this WSJ article, just weeks after Exxon’s agreement to report on climate change and carbon risk, the world’s largest publicly traded oil and gas producer has announced that it will provide increased transparency and disclosure about how it manages the environmental and community impacts of its hydraulic fracturing operations – in response to the withdrawal of a shareholder proposal filed by As You Sow, the New York City Pension Funds, and 12 co-filers.

DOJ & FTC: Joint Antitrust Statement Encouraging Companies to Share Cyber Threats

In a joint policy statement issued last week, the DOJ and FTC officially encouraged companies, including direct competitors, to share cyber threat information with one another. While the statement does not represent a significant policy shift, it is interesting because DOJ and FTC are actively encouraging companies to share this type of information.

– Broc Romanek

April 25, 2014

Ooh Ahh! First Form SD Filed

Appreciate the many folks – and I truly mean “many” (the power of this blog is that it’s community-based, so keep that feedback coming!) – who forwarded the first Form SD filed with the SEC yesterday. Filed well ahead of the June 2nd deadline for some reason – maybe because the company is based in Taiwan? Siliconware Precision Industries’ Form SD probably should not be used as a template. It will be interesting to see how Corp Fin will go about policing – and enforcing – these Forms during the first year. New disclosure requirements are always challenging – with a wide range of quality. Here are some comments I received from members about this first filing:

– If this is the baseline, we are looking to be in good shape
– While I don’t endorse a lot of detail, this one is almost beyond bare bones
– Good example of “what not to do”
– Interesting that they state that certain products are “conflict free” although they are overall “undeterminable,” which seems to directly conflict with the recent FAQs
– The registrant described its conflict minerals status as “DRC Conflict free,” but no audit was included
– This thing is totally bizarre

Don’t forget the transcript for our popular webcast – “Conflict Minerals: Tackling Your 1st Form SD” – during which Meredith Cross and Dave Lynn imparted lots of important last-minute guidance (which is still valid despite last week’s court case). Meanwhile, some members of Congress wrote this letter to SEC Chair White, urging her to implement the conflict mineral rules as originally scheduled…

7 Ways to Sleep at Shareholder Meetings

This blog says it all about a picture being worth a thousand words. Vanessa Schoenthaler blogs about this fight letter that was filed in the Harvard Illinois Bancorp proxy fight, which features a picture of the company’s chair sleeping during last year’s annual shareholders meeting. Also see this DealBook piece and this article.

In the wake of this “fight letter” being in the news, Dr. Jimmy sits down with me to analyze what sleeping at an annual shareholder meeting really means in this 2-minute video:

Old-Timers Rule! Irv Borochoff Sighting!

At Mauri Osheroff’s emotional retirement party yesterday, people came back that hadn’t been seen in many years. Former Assistant Director Irv Borochoff – who retired 20 years ago – was among those. Irv was highly respected during his tenure. With him is Bob Belluck, who served under Herb Scholl back in the day (and is still in Corp Fin):


Here’s one note I receive about Irv: “He was a fabulous Assistant Director – so smart and so caring. Some staff members were afraid of Irv but as long as a staff member admitted to not knowing the answer to one of his questions but volunteered to find the answer right away Irv was fine. However, Irv had no patience for staff members who tried to “bluff” him.”

– Broc Romanek

April 24, 2014

Cybersecurity: “Heartbleed” as a Risk Factor?

As noted by this WSJ blog by James DeGraw and Lisa Rachlin of Ropes & Gray, companies have been pounded by the latest widespread cybersecurity threat – “Heartbleed,” which is a fundamental flaw of OpenSSL – a popular, widely-used tool for encrypting Internet communications. Doing a quick search on Edgar, I can find no SEC filing that includes the term “Heartbleed.” Perhaps it’s a little early and eventually there might will be some risk factors and other disclosures.

I tend to think that, unless a company had a particular “cyber incident” – to use the SEC’s parlance – related specifically to the Heartbleed OpenSSL flaw, a risk factors disclosure in this area might be more generalized. For example, it might describe risks inherent in relying for cyber risk mitigation on third party or open source software that might contain undetected flaws (i.e. Heartbleed).

Corp Fin’s guidance in this area – CF Disclosure Guidance: Topic 2 (Cybersecurity) – notes that “cyber incidents can result from … unintentional events,” which might include prolonged exposure from security flaws such as Heartbleed, which remained undetected by companies for years. The guidance also notes that cybersecurity risk disclosure must adequately describe the nature of material risks, which might include “risks related to cyber incidents that may remain undetected for an extended period.”

The bottom line is that – unfortunately – securities lawyers will need to learn more about security breaches and cybersecurity threats as they have been a routine part of our daily life with no end in sight. Learn more in our “Security Breaches” Practice Area

Here’s an Akin Gump’s blog on Congressional hearings on Target and other breaches as well as the SEC’s cybersecurity roundtable (and here’s some memos on the roundtable – and my sober reenactment video).

Mauri Osheroff Retires! Nearly the Last of a Generation

Sad to hear that long-time Associate Director Mauri Osheroff has retired after 40 years of service. Her many accomplishments are documented in this press release. Mauri is one of the last of a generation that led the Division from an era of no computers to a future that no one could imagine. A kind and well-informed soul, she will be missed. I remember first meeting Mauri in 1987 when I was an intern in Corp Fin and she was serving as Deputy Chief Counsel and came in to do a training session. She knew so much even back then!

Will Regulation A+ Make the Grade? Explanation of Comments Received by the SEC

NASAA and others are up in arms about the state preemption controversy brought on by the SEC’s Regulation A+ proposal. Check out this 24-page memo by McGuireWoods that parses the comment letters received by the SEC so far. Here’s NASAA’s comment letter

– Broc Romanek

April 23, 2014

Glossy Annual Reports: Corp Fin Will No Longer Scan Them, So Why…

Last week, Corp Fin announced that it will no longer scan glossy annual reports into Edgar – thus, meaning they will no longer be available online through the SEC’s website. However, companies are still required to post glossy annual reports online via their own website. Although Rule 14a-3(c) requires that 7 paper copies of glossy annual reports get mailed to the SEC, Regulation S-T allows companies to file them on Edgar in lieu of sending the paper copies. Most companies choose to mail the seven paper copies rather than hassle with Edgar.

This is a confusing area – and we often get questions on our “Q&A Forum” by folks who don’t believe that the SEC still has this requirement to mail the copies to the SEC. I can understand the confusion as the logic underlying this new Corp Fin announcement applies equally to the Rule 14a-3(c). Why should companies be required to mail in 7 copies to the SEC when these documents are available on corporate websites anyways? Staffers can review a glossy annual report online – and they probably do so rather than rifle through a file cabinet looking for a paper copy. By eliminating the requirement, it will simplify costs for companies – and save the SEC Staff the burden of storing (or chucking) the paper copies as they are mailed in. Hopefully, Corp Fin will bake this into the vast disclosure reform project for which Keith Higgins laid out the first steps recently…

By the way, note this is an “announcement” posted by Corp Fin. It is not a “press release” nor a “public statement.” It is listed in “Division Announcements,” up in the top right corner of Corp Fin’s reconfigured home page (for which you can subscribe via RSS feed). Note that the items included on Corp Fin’s “What’s New” page are not necessarily included in these Announcements. For example, the new CDIs regarding social media that I blogged about yesterday were not placed in this Announcements box…

Confidential Treatment Requests: Corp Fin Won’t Directly Inform You If Granted CTRs Had “No Review”

Last week, Corp Fin also announced that it won’t bother with calling, emailing or mailing you an order if your confidential treatment request is granted and there is a “no review.” Instead, you will need to keep an eye on your company’s filing history on Edgar to look for an order indicating that the CTR was granted (if a few weeks goes by and you don’t see an order, you can call the general phone number of the Corp Fin Group that handles your company’s filings and check in). You still will get a call or letter if there are comments on your CTR or if your CTR is denied. Here’s the list of recently granted CTRs on Edgar…

Thanks for the Gumball Mickey – DLA Piper, Austin

While I was on spring break vaca last week, I popped in on my friends at DLA Piper in Austin – and they were kind enough to participate in this 30-second video:

– Broc Romanek

April 22, 2014

Why I Don’t Like Corp Fin’s New “Legend for Twitter” Guidance

Yesterday, Corp Fin issued 2 new Compliance & Disclosure Interpretations dealing with social media. The first CDI deals with how to affix legends to tweets & other social media communications. The second CDI deals with retweeting or otherwise repeating another social media communication (ie. company isn’t responsible for third-party retweets). These CDIs apply to the Rule 134 (ie. tombstone ad), Rule 165(c)(1)(ie. business combo) and Rule 433(c)(2)(i)(ie. FWP) contexts.

I sometimes get accused for being a “homer” for Corp Fin. It’s true that I love my alma mater and I wholeheartedly approve most of what the Division does. I particularly like the Office of Mergers & Acquisitions, which played a significant role in developing this guidance. But sometimes I do disagree.

I’m glad that the Staff is getting around to address these issues, but I don’t like the conditions imposed on the first CDI, which blesses the practice of not including a full legend in a tweet (which was an impossible task). In particular, I don’t like that a company must use up valuable Twitter real estate to say a link to a disclaimer is “important.” I don’t agree with the Staff’s concern that someone on Twitter won’t know or appreciate the significance of a hyperlink. Bearing in mind that a tweet is limited to 140 characters – and that the link itself will take up to 10 characters itself (even when shortened) – that doesn’t leave a whole lot of space. Adding a statement that a link is important might use up 10% of your available space. Plus, this is akin to requiring companies – in the paper world – to add a big statement before a disclaimer that says “The following disclaimer is important.” This just doesn’t jibe in an era where folks are talking about minimizing duplicative disclosure.

This CDI does leave open some issues, such as “is affixing an image to a tweet that includes the disclaimer sufficient?” Probably not under this guidance – so Carl Icahn may have to change his tweeting ways (see his March 26th tweet). Another issue is “can the first tweet in a series include the disclaimer rather than including the disclaimer in every single tweet?” This is important to know for live tweeting during earnings calls. Some companies currently have a practice of the first tweet – amidst a series of tweets during an earning call – including a link to the forward-looking safe harbor rather than including the link in each tweet that might have forward-looking information.

At the recent Tulane conference, Michele Anderson, head of Corp Fin’s Office of M&A, noted that the Staff will be watching M&A parties who use social media to see if they are filing with the SEC. She also said that you can’t be cute – if a social media channel allows enough characters to include a full legend – then you must include the full legend and not rely on this guidance to just link to a legend. In other words, you can’t max out a Facebook post with other content to avoid including a legend.

In his blog, Steve Quinlivan jokingly notes that maybe “TIIIITH” (meaning “there is important information in the hyperlink”) will become a well-known acronym as a way to save space…

Who Reads Disclaimers Anyways? The Case to Can Them All

My big beef is with disclaimers in general. To me, this is low-hanging fruit for the SEC’s disclosure reform project. The SEC should change its rules to make all legends and disclaimers optional. I imagine a survey of investors would reveal that no one reads them. And even if a typical investor tried, many are written in a way that makes them hard to understand. In fact, a few of them are required to be in all caps – a style that the SEC’s plain English initiative proved to be difficult to read decades ago. It’s the kind of legalese that is a turn-off for retail investors and is apt to make them decide to chuck their disclosure document in the trash can…

Speaking of fine print, some pretty crazy stuff going on with forced arbitration if a consumer just uses a coupon or “likes” a brand on Facebook. Here’s a list of companies with forced arbitration in their terms of service. Also note that the SEC is not the only federal agency coming to grips with social media – read this alert about the FTC and sweepstakes…

Transcript: “Conflict Minerals: Tackling Your 1st Form SD”

We have posted the transcript for our popular webcast: “Conflict Minerals: Tackling Your 1st Form SD.” The guidance is still valid despite last week’s court case…

– Broc Romanek

April 21, 2014

18 Cool Things About Spectra Energy’s ’14 Proxy Statement

In this 2-minute video, there are 18 great ways that Spectra Energy enhances the usability of its 2014 proxy statement (compare to last year’s proxy):

Say-on-Pay: 3rd & 4th Failures

Over the last week, Cogent Communications Group became a three-time loser with 46% support in ’14 (Form 8-K) as the company also failed in ’11 (39%) and ’13 (34%). And FirstMerit (Form 8-K) also failed with 41% support – that company also failed in ’12 (47%). Hat tip to Karla Bos for the news!

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Shareholder Proposals: A Uniform Voting Calculus
– SEC Asking Companies More about Overseas Taxes
– Shareholder Proposals: Banks Asked to Identify Risk-Takers & Their Comp
– Updated “Sample Time & Responsibility Proxy Season Schedule”
– Corp Fin Comment Letter Trends: Stock Compensation
– AICPA’s New Conflict Minerals Audit Guidance

– Broc Romanek

April 18, 2014

More on the Conflict Minerals Ruling: What is En Banc Review?

As I noted when the U.S. Court of Appeals decision came out earlier this week in National Association of Manufacturers, et al. v. Securities and Exchange Commission, one of the options for the SEC in light of the court’s adverse First Amendment ruling is to seek en banc review of the decision of the three-judge panel. That inevitably leads to the question, what is en banc review and how long does it take? Obviously, everyone in the issuer community is very anxious to understand whether this litigation could be resolved in time before the June 2 deadline for the first Form SD, or, alternatively, whether the SEC acts on its own to delay the deadline in light of the uncertainty created by the current state of the litigation.

Every U.S. Circuit Court of Appeals has the ability to review cases en banc. Hearing cases en banc allows the full circuit court to overturn a decision reached by a three-judge panel. Because very few cases are granted review by the U.S. Supreme Court (given the discretionary nature of the writ of certiorari), the Courts of Appeals are the courts of last resort for the vast majority of cases. Notwithstanding this status, it is very difficult to actually obtain en banc review by the Court. Most lawyers petition for en banc review as a matter of course, even though the procedure is generally disfavored. In this regard, Federal Rule of Appellate Procedure 35, which governs all of the circuits’ en banc hearing and rehearing procedures, states that an en banc hearing or rehearing “is not favored and ordinarily will not be ordered unless: (1) en banc consideration is necessary to secure or maintain uniformity of the court’s decisions; or (2) the proceeding involves a question of exceptional importance.”

Rule 35 indicates that “[a] majority of the circuit judges who are in regular active service may order that an appeal or other proceeding be heard or reheard by the court of appeals in banc,” and sets time limits and certain procedures for a party petitioning for a hearing or rehearing en banc, and provides that the court is not required to file a response to a suggestion for a hearing or rehearing en banc. The various circuits have implemented their procedures in the form of local rules. In general, a case will be heard en banc only if three conditions are met: (1) a litigant files a petition or a judge asks for a hearing or rehearing en banc; (2) a judge in active service on the circuit requests that the entire court be polled on the suggestion, and (3) a majority of the judges in active service vote to grant the petition.

In the conflict minerals case, the possibility for en banc review may be heightened given that the appropriate level of scrutiny for deciding the First Amendment question is at issue in the American Meat Institute case that is already subject to en banc review. Therefore it is possible that the SEC could argue that this case meets the “uniformity” test contemplated by Rule 35. If en banc review is granted, it can be a lengthy process, because the case has to be re-argued in front of the entire en banc court and the opinions must be circulated and considered among the much larger en banc court, resulting in the interval between oral argument and en banc disposition being five times greater, on average, as compared to a three-judge panel disposition.

Given all of this, the bottom line appears to be that we are unlikely to see anything with respect to conflict minerals litigation resolved anytime soon. Even in the best case, en banc rehearing of the case could take us into 2015 before any decision is reached, and if the three-judge panel’s decision is upheld, then the case would still be remanded back to the District Court for further proceedings consistent with the appellate decision. If review of the three-judge panel’s decision is not sought by the government, then the case would presumably go back to the District Court on remand, which in and of itself could take some significant additional time.

Section 1502 and the Museum of Unintended Consequences

One of my favorite lines from former Chairman Chris Cox (did I just write that?) was when, in the course of testimony about options backdating, he noted that while he had supported the enactment of Section 162(m) of the Internal Revenue Code as a means for controlling the rate of growth of CEO pay, everyone could now agree with the benefit of hindsight that “this tax law change deserves pride of place in the Museum of Unintended Consequences.” I have often thought about what ends up in the Museum of Unintended Consequences, and one thing that has always bugged me about Section 1502 of the Dodd-Frank Act is that given how it is such a blunt instrument, a trip to the Museum of Unintended Consequences is almost inevitable when you realize that the requirements could potentially make things worse for the DRC and its adjoining countries, rather than better.

Some of these concerns were highlighted in this Squire Sanders blog, which points to some of the briefs filed in the conflict minerals case, along with some other communications, which highlight how the law could tend to lead to an all out embargo on conflict minerals from the DRC region, which of course would end up being a classic “throwing the baby out with the bathwater” scenario.

As companies consider what they will be doing going forward, they should at least consider responsible sourcing alternatives, rather than avoiding the DRC region entirely. As time goes on and hopefully transparency increases, the ability to continue to responsibly source minerals from the region may improve, which could ultimately help continue to provide economic benefits for those engaged in the legitimate mining, smelting and refining activities.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Climate Change Issues for This Proxy Season
– Universal Proxy Cards: CII Petitions the SEC
– Shareholder Proposals: “Enhanced” Confidential Voting Policies & Interim Vote Tallies
– 2013 Foxhole of the Year Winner
– Shareholder Proposals: DTC Changes Its Participant List

– Dave Lynn

April 17, 2014

Business Groups File Shareholder Proposal Rulemaking Petition

Broc recently noted the ongoing dialogue about revisiting Rule 14a-8, including SEC Commissioner Gallagher’s recent speech, Ed Knight’s WSJ op-ed and Ann Yerger’s WSJ op-ed responding to Ed Knight’s op-ed. Against this backdrop, last week the U.S. Chamber of Commerce and several other business groups filed a rulemaking petition with the SEC seeking SEC action on Rule 14a-8(i)(12), the provision governing the excludability from company proxy materials of shareholder proposals previously submitted to shareholders that did not elicit meaningful shareholder support. Specifically, the groups seek amendment of the resubmission rule to increase significantly the percentage of favorable votes required before the company is obligated to include in its proxy materials the substance of proposals shareholders previously rejected. This will likely find its way to the museum of rulemaking petitions that the SEC has no ability to act on given their pressing rulemaking demands handed down from Congress.

Transcript: “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty”

We have posted the transcript for our popular webcast: “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty.”

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Recap: SEC’s Proxy Advisors Roundtable
– The Role of Shareholder Proposals: Ending Apartheid
– Icahn Tweets Intention to Submit Shareholder Proposal at Apple
– Majority Support Prompts Verizon Bylaw on Proxy Access
– How to Update D&O Questionnaires for “Bad Actors”
– New Defensive Tactic Leads to Negative Recommendations for Director Elections
– Group of 70 Investors Pressure Companies to Assess Climate Change
– Survey: Directors Split on Governance Engagement

– Dave Lynn