March 17, 2015

Survey Results: Shareholder Engagement

Here’s the results from our recent survey on shareholder engagement:

1. For our proxy season-related efforts (ie. not the normal IR stuff), this number of our staffers handles most of the communications with our institutional shareholders:
– More than 3 – 10%
– 3 – 30%
– 2 – 20%
– 1 -30%
– None – 10%

2. Before our annual meeting, our company typically has face-to-face engagement with this number of institutional shareholders:
– More than 12 – 20%
– 7-12 – 10%
– 4-6 – 20%
– 2-3 – 30%
– 1 – 0%
– None – 20%

3. Before our annual meeting, our company typically receives this number of requests for face-to-face meetings from our institutional investors:
– More than 12 – 0%
– 7-12 – 0%
– 4-6 – 10%
– 2-3 – 30%
– 1 -10%
– None – 50%

Take a moment to participate in our “Quick Survey on Hedging Policies” and our “Quick Survey on Conflict Minerals.” I also just posted this “Quick Survey on Currency Fluctuations for Incentive Compensation.”

Aiding & Abetting Defendants: Motion for Amended Complaint Seeks to Add Company Counsel!

OMG! This motion to amend the complaint in Chen v Howard-Anderson (“aka Occam”), CA No. 5878-VCL (Del. Ch.) is sure to raise eyebrows as it indicates a willingness to bring aiding & abetting claims against company counsel and not just financial advisors and counterparties – something rarely seen before in the public company M&A context. The oppositions to the motion filed on March 4th were filed confidentially. Argument on the motion to add company counsel is being held today.

In light of the prisoner dilemma type incentives created by the Delaware Uniform Contribution Among Tort-feasors Law (DUCATL) – as interpreted by the Delaware Chancery Court in Rural/Metro – several commentators have suggested that defendants are increasingly likely to break ranks rather than present a united front in defense of aiding & abetting claims. This likely will contribute to a rise in company counsel appearing as defendants, if not initially included in the complaints filed or in cross-claims filed by co-defendants seeking to preserve and maximize rights of contribution or credit for settlements under DUCATL. This could get real messy.

Like Rural/Metro, the motion to amend the complaint adds new defendants to an action in which discovery is well advanced if not substantially complete, potentially requiring the new defendants – at least Jefferies (like RBC in Rural/Metro) – to go to trial based on a record, particularly discovery – that they may have had little if any role in creating. See paragraph 7 of the motion acknowledging that it is being filed four years after the hearing on a preliminary injunction in the matter.

Form S-8 Share Counting, Fee Calculations and Other Tricks of the Trade

We just mailed the January-February issue of The Corporate Counsel. The issue covers a slew of issues related to Form S-8, such as:

– Deciding Whether Plan Offers Must Be Registered or Exempt
– Eligibility to Use Form S-8
– The Need To Register “Plan Interests”
– The Need To Register Deferred Compensation Plan Obligations
– Calculating Filing Fees
– “Share Counting”: Determining How Many Shares To Register
– A Sample Spreadsheet to Help You Audit Your Plan

Act Now: Try a no-risk trial now to get a non-blurred copy rushed to you. Also tune in for our upcoming webcast with the same title as this issue of The Corporate Counsel..

– Broc Romanek