TheCorporateCounsel.net

The answer is: “I don’t know.” Those companies (and their advisors) with proxy access shareholder proposals are still scrambling – particularly since we still have no guidance from ISS. My guess – and it’s a total guess – is that we will see different types of reactions. And I do believe that proxy access shareholder proposals that make it onto the ballot will garner significant shareholder support. In this blog, Davis Polk’s Ning Chiu notes that “a proxy access proposal submitted by John Harrington received 53.46% of the votes cast in favor at Monsanto’s annual meeting on Friday. In a press release, the company indicated that the board will take the vote into consideration, including the discussions they have had with shareholders regarding the evolving role of proxy access, and will also seek additional shareholder input.” Given the madhouse, I just calendared a webcast for March 24th: “Proxy Access: The Halftime Show.”

Meanwhile, CII has written this letter in response to the Business Roundtable letter to ISS and Glass Lewis. And in our “Q&A Forum” yesterday, I answered a question about whether there was a list of companies that have received proxy access shareholder proposals (#8329)…

Section 16: SEC Posts New Forms 3 & 4 – But They Expire Soon

Here’s some Section 16 trivia. The SEC recently updated the Form 3 and Form 4 posted on its website – but the expiration date on those forms changed only from December 31, 2014 to February 28, 2015 (the expire date is listed in the upper right corner in a box). Alan Dye & I have no idea why it’s just a two-month extension – perhaps the SEC (or the OMB, which is the federal agency which approves the forms) can extend automatically for up to two months while a re-approval application is pending. It will be interesting to see what happens after February 28th. Anyways, it has no real world impact because the SEC accepts Section 16 filings on expired forms – but it’s definitely an oddity…

Note that the SEC’s Form 5 has an April ’17 expiration date…

Just Launched: The “Section16.net Listserv”

At the recent “Section 16 Workshop” in DC, Alan Dye & I came up with the idea of creating a Section 16 listserv because the audience was so interactive. That new listserv is now up live on Section16.net (for Section16.net members only) and I encourage you to sign up so that you can gain the benefit of the knowledge of your peers. It’s simple to join – just input your email address and click the “subscribe” button. Here are FAQs about the listserv, including instructions about how to email to group and how to unsubscribe…

Transcript: “Alan Dye on the Latest Section 16 Developments”

We have posted the transcript for our recent Section16.net webcast: “Alan Dye on the Latest Section 16 Developments.”

“Form 5” Poll: What Keeps You Up At Night?

For companies whose fiscal year ends December 31, 2014, the due date for Form 5 is Tuesday, February 17th. So you have a few extra days to file this year, as Valentine’s Day falls on a Saturday (two reminders in one blog!), followed by a Monday holiday – and Rule 0-3 under the Exchange Date allows you to push the due date forward accordingly. Take a moment to participate in this anonymous poll:

– Broc Romanek