September 8, 2016

Survey Results: Proxy Mailing Practices

Here’s the survey results from our survey about proxy mailing practices:

1. For our proxy materials, we file them:
– On same day we commence mailing of full sets – 76%
– At least one day prior to commencing mailing of full sets – 18%
– We do something different – 7%
– Not sure – 0%

2. We use notice & access (aka e-proxy):
– Yes – 79%
– No – 21%
– Not sure – 0%

3. We print this number of proxy materials to mail:
– Less that 25,000 – 66%
– 25,001 to 75,000 – 18%
– 75,001 to 150,000 – 10%
– More than 150,000 – 3%
– Not sure – 3%

Please take a moment to participate anonymously in this “Quick Survey on Management Representation Letters” – and this “Quick Survey on Registration Statement Due Diligence.”

Escheatment: Follow-On Case to Temple Inland

As a follow-up to Broc’s blog on the recent Temple Inland decision, here’s the intro from this Morris Nichols alert about another decision on Delaware’s escheatment process:

On August 16, 2016, the US District Court for the District of Delaware issued an opinion in the case of Plains All American Pipeline, L.P. v. Cook granting defendants’ motions to dismiss federal Constitutional challenges to Delaware’s unclaimed property law for lack of subject matter jurisdiction where plaintiff failed to demonstrate that it had standing to assert such claims and that the claims were ripe for decision.

This decision is a significant follow-on to the Delaware District Court’s recent opinion in Temple Inland, Inc. v. Cook, to the extent that it clarifies and reinforces the State’s ability to estimate holder liability and rejects the use of the declaratory judgment action to challenge the audit process in advance of a demand for payment.  Among the noteworthy rulings made by the Court are findings concerning a holder’s standing to sue third party contract auditors, the ripeness of challenges to unclaimed property audit methodologies (including estimation), and the constitutionality of the State’s selection of holders for audit.

Delaware’s aggressive approach toward unclaimed property shows no signs of abating.  In fact – as this Reed Smith memo notes – it’s now moving against other states:

On May 26, 2016, Delaware filed a motion with the United States Supreme Court requesting leave to file a bill of complaint against other states regarding escheatment of uncashed “official checks.” Specifically, Delaware asserts in its motion that uncashed “official checks” should be escheated to the state where the check issuer is incorporated, not the state where the checks were purchased.

If Delaware is successful in getting the Supreme Court’s attention, this will be the first time the high court has addressed unclaimed property issues in almost 25 years, and the decision could have a major impact.

Our Executive Pay Conferences: 10% Reduced Rate – Act By Tomorrow!

Here’s the registration information for our popular conferences – “Tackling Your 2017 Compensation Disclosures: Proxy Disclosure Conference” & “Say-on-Pay Workshop: 13th Annual Executive Compensation Conference” – to be held October 24-25th in Houston and via Live Nationwide Video Webcast. Here are the agendas – 20 panels over two days.

Discounted Rates – Act by September 9th – Only One Day Left!: Huge changes are afoot for executive compensation practices with pay ratio disclosures on the horizon. We are doing our part to help you address all these changes – and avoid costly pitfalls – by offering a reduced rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by the end of tomorrow, Friday September 9th to take advantage of the 10% discount.

John Jenkins