March 25, 2016

Thanks to Randi Morrison!

It is with sadness that I report that Randi Morrison will be leaving us in a few days. She’s been toiling for the Society of Corporate Secretaries most of the week for the past year – but now she will be their full-time staffer. Randi has been working with me for well over five years – first as a volunteer and then as my right-hand woman.

Randi is a unique individual in our field – her enthusiasm for all things governance, securities and compliance-related is absolutely unparalleled. When you see Randi at a conference, she is sitting up straight – soaking in every nuance for hours on end. Her spark inspired me at a time when this job was becoming “old hat.” Her fingerprints are all over some of the best content on this site – the hundreds of Handbooks & Checklists for starters. She won’t be far away – but I will miss her dearly all the same! Good luck Randi!

Proxy Access: Corp Fin Provides Further Clarity on “Substantially Implemented”

Here’s some of the work that Randi is doing for the Society – she’s the lead author for its weekly alert, which included this gem a few days ago: As discussed in this new Goodwin Procter memo, another series of no-action letters issued by the SEC’s Division of Corporation Finance since our last report appear to make clear that companies may use Rule 14a-8(i)(10) to exclude proxy access shareholder proposals on “substantially implemented” grounds provided that the ownership threshold and holding period sought by the proposal and already implemented by the company are the same, despite differences in other proxy access terms. Each of the 15 no-action letters that were granted from February 26th – March 17th based on Rule 14a-8(i)(10) included a 3% ownership threshold and 3-year holding period, but the company’s proxy access right and the shareholder proposal differed as to the shareholder director nominee cap and aggregation (for purposes of attaining the ownership threshold).

The memo includes a table summarizing the principal terms of the company provisions and shareholder proposals, as well as a detailed summary in the Appendix.

House Committee Passes 10 Capital Access Bills

This MoFo blog by Carlos Juarez notes that the House Financial Services Committee passed ten bills yesterday relating to facilitating access to capital and the reduction of regulatory burden on smaller reporting companies…

Disclosure Effectiveness Project: Concept Release Coming on Wednesday, April 13th!

Yesterday, the SEC announced that they will hold an open meeting on Wednesday, April 13th to decide “whether to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Regulation S-K.” This follows the “request for comment” that the SEC put out about Regulation S-X last September. This open meeting was originally scheduled for March 30th but then got pushed back two weeks…

Broc Romanek