In this 13-minute podcast, Ning Chiu of Davis Polk & I dig into the SEC Staff’s new proxy advisor guidance, as well as recap remarks that Corp Fin Director Keith Higgins recently made at the Society of Corporate Secretary’s annual conference, including:

– Pay ratio & other outstanding Dodd-Frank rulemakings
– Disclosure effectiveness reform
– Shareholder proposals & recent Rule 14a-8 constituents meeting
– Interim vote tally reports from Broadridge
– Proxy advisor guidance – Staff Legal Bulletin No. 20
– Conflict minerals & a possible future Staff review project

This excerpt from the Kaye Scholer memo penned by Nicholas O’Keefe reflects some of the comments that Ning & I made:

SLB No. 20 is merely interpretative relief under existing rules and falls far short of the more comprehensive rulemaking that many in the issuer community advocated. Given the SEC’s current workload, comprehensive reform so soon after the roundtable was never a realistic possibility. The SEC stated that it expects investment advisors and proxy advisory firms to conform their systems and processes in advance of next year’s proxy season. The 2015 proxy season should therefore be an important test of the impact of SLB No. 20.

We’re posting memos in our “Proxy Advisors” Practice Area. And here’s an anonymous blog entitled “Did the SEC Staff Foist Proxy Advisor Reforms on the Backs of Investment Advisers?”…

Echo Therapeutics Adopts Fee-Shifting Bylaw

In his blog (and here’s his follow-up blog), Keith Bishop identifies the one company found to have adopted a fee-shifting bylaw. Let me know if you find others…

Sights of the Society of Corporate Secretaries Conference

Heading into last week’s annual conference for the Society of Corporate Secretaries, I blogged about my video on “how to attend conferences” – and I said I would take my own advice and meet ten new people. Here are pics with some of the wonderful new people that I met:

Lauren Gojkovich of Goldman Sachs:

Aaron Briggs of General Electric:

Charles Rivers’ Matt Daniel & Paul Weiss’ Frances Mi:

Mary Francis of Chevron:

Judy McLevey, who just left the NYSE:

Intelligize’s Chris Walunas & Joanne Ferrara:

Wendy Fried of Addison:

Sara Brown of Ingersoll Rand:

Damien de Bruijn of Addison:

And I can’t help adding one with long-time friend Ginny Fogg of Norfolk Southern:

– Broc Romanek

Four years after the SEC released its proxy plumbing concept release, the SEC Staff issued Staff Legal Bulletin #20 last night, which is in the format of 13 Q&As. The IM piece (Q&A #1-5) deals with the responsibilities of investment advisers to vote and hire proxy advisors. The Corp Fin piece (Q&A #6-13) deals with two exemptions from the proxy rules relied upon by proxy advisors. More to come tomorrow after the firm memos start rolling in. Thought this was gonna be a light week! And apparently so did everyone else because I haven’t seen any blog or law firm write this one up yet…

Internal Investigations: DC Circuit Restores Privilege Protections

In his blog, David Smyth lays out how the DC Circuit Court – In re: Kellogg Brown & Root – has overturned a lower court’s ruling to uphold the Upjohn principle that the attorney-client privilege protects confidential employee communications made during an internal investigation led by company lawyers. We are posting memos on this decision in our “Internal Investigations” Practice Area.

Our July Eminders is Posted!

We have posted the July issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

– Broc Romanek