TheCorporateCounsel.net

After two decades of service, Corp Fin Deputy Director Marty Dunn is leaving the SEC at the end of August and will join the DC office of O’Melveny & Myers. During his tenure, Marty probably has worked on every standing Corp Fin-related rule in the book. Not only is Marty a superb securities lawyer, he is a great guy and I’m sure he will be sorely missed in the Division. Here is the related press release.

With the Chief Accountant and Chief Counsel jobs still vacant, Corp Fin now has its hands full with all of these empty big shoes…

Today’s Webcast: Broadridge Speaks – Demystifying E-Proxy’s Implementation

Today is our webcast – “Broadridge Speaks: Demystifying E-Proxy’s Implementation” – where senior Broadridge executives explain the nitty gritty about how they will help implement e-proxy. I ended up pre-recording this webcast – so you can listen to it at your leisure and not necessarily wait until 2 pm eastern. Note that there won’t be a transcript for this particular webcast.

Broadridge (formerly known as ADP) is driving the e-proxy process and has addressed all the items on this detailed agenda during the webcast. This is a great companion program for our popular June 2-hour webcast on e-proxy (audio archive and transcript now available).

Twist on California E-Proxy Conflict? Delaware Slant

Here is a recent question posted in our Q&A Forum: “Following up on Broc’s recent blog on a California conflict of e-proxy, has the issue of how the “notice only option” under the final e-proxy rules will jive with Delaware General Corporation law section 232, Notice by Electronic Transmission? Specifically, DGCL 232 permits notice by “electronic transmission consented to by the stockholder to whom to whom notice is given.” Query whether such consent may be implied by receipt of the prescribed form of notice under the “notice only option” or whether consent must be obtained in some other way prior to that?”

John Grossbauer of Potter Anderson helped me craft an answer here (as he often does on Delaware law issues): “Our understanding of the rules is that you need to send out a 1 page document – in hard copy – that notifies shareholders that the proxy statement is available on the Web. Our thinking is that 1 page notice could be drafted (which might be postcard-sized) to satisfy the Delaware notice of meeting requirements, which are very minimal: time, place, date, and, if a special meeting or if required by the bylaws, notice of what’s to be voted upon.”

Posted: Adopting Release for Regulation M Amendments

Yesterday, the SEC posted this adopting release relating to short selling in connection with a public offering by amending Rule 105 of Regulation M, etc.

– Broc Romanek