As someone who grew up being a wheeler-dealer in baseball cards – I amassed over 25k cards in the mid-70s when I was a young teenager – my head got turned when I read this article about how the Coalition for Accountability in Political Spending was using the tactic of handing out SEC Commissioner trading cards outside of the Union Station Metro Station (which is next to the SEC’s HQ) in an effort to have the SEC adopt rules that would mandate political contributions disclosures (remember the rulemaking petition in this area that received a quarter million comments). I love it (meaning the trading cards)! Here are pictures of the trading cards, as well as pics of the street teams handing them out, etc.
I hate the Citizens United decision. Living in a swing-state, I am witnessing firsthand the destruction to our society wrought by that wrong-headed decision. Something clearly needs to be done to fix the problems caused by the decision before we are truly living in that world dominated by Biff from “Back to the Future Part II.”
Wouldn’t it be groovy to have trading cards of the SEC Staffers themselves? Who would be the valuable Charizard? And would rare cards of folks that didn’t stay long be worth more than tenured Staffers who spent their entire careers there? “I’ll trade you a Howard Morin for a Bobby O and MaryAnne Busse, but only if you throw in a Terry Hatfield as a kicker”…
FINRA’s New Rule 5123: Kicks In Beginning December 3rd
Here’s news from Cleary Gottlieb: “On September 5th, FINRA announced a December 3rd effective date for new FINRA Rule 5123 (Private Placements of Securities). Upon effectiveness of the Rule, FINRA members that sell certain securities in private placement transactions under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D to individual, non-institutional investors who do not meet limited exemption criteria will be required to file the offering documents used, or file a notice stating no offering document was used, with FINRA within 15 days after the date of first sale. FINRA members also will have to file any material amendments to any filed offering document within 15 days after the date of first sale made using the amended document. All filings made under FINRA Rule 5123 will be confidential and submitted electronically through the FINRA Firm Gateway system.
FINRA Rule 5123 will not apply to many of the most common private placement transactions, including (i) sales pursuant to Rule 144A or Regulation S, (ii) sales to qualified institutional buyers (QIBs), institutional accredited investors, qualified purchasers, employees and affiliates (as defined in FINRA Rule 5123) of the issuer, eligible contract participants, or knowledgeable employees (as defined in the Investment Company Act), even if sales are made pursuant to Section 4(a)(2) or Rule 506, and (iii) sales of certain investment grade, non-convertible debt or preferred securities or certain short-term debt securities. Additionally, the filing required by FINRA Rule 5123 is a “notice” filing only. FINRA will not conduct any pre-sale review or clearance of any private placement offering documents.”
This September-October issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:
– Dealing With Activist Hedge Funds
– A Year-End Rush for the Exit? Tax Uncertainty and Transactional Planning
– Shareholder Activism Via Board Control Often Requires Long Range View
– The Nuts & Bolts of NDAs
– Asset Acquisition Due Diligence: Search for Hidden Unclaimed Property Liabilities Required
Companies incorporated outside of California but with significant California contacts (so-called “quasi-California corporations”) have struggled with exactly how to comply with the long-arm statute found in Section 2115 of the California Corporations Code. The statute purports to impose a number of provisions of the California Corporations Code on quasi-California corporations, including the state’s requirement to obtain separate approval from holders of each class of capital stock on a merger “to the exclusion of the law of the jurisdiction in which [the quasi-California corporation] is incorporated.”
Section 2115 has been thought to be legally infirm for some time, particularly after a decision by the Delaware Supreme Court in 2005. However, there never has been an acknowledgement by a California court that Section 2115 reaches too far. That changed earlier this year, when a California Court of Appeal stated in dicta that certain matters of internal corporate governance fall within a corporation’s internal affairs and should be governed by the laws of the corporation’s state of incorporation.
The Second Deal Cube Tourney: Round One; 10th Match
As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:
SEC Enforcement Director Rob Khuzami recently penned this blog on the SEC’s ‘revolving door’ myth that I blogged about last month. We both saw things similarly – that the mass media was trying to turn the “revolving door” into something it isn’t, just as the academics found – and I was going to leave this blog at that.
Then I got mad. Last week, Bloomberg came out with this silly article – entitled “Top Bank Lawyer’s E-Mails Show Washington’s Inside Game” – in which I bet the reporters wrote the article’s title before they slugged through a bunch of emails from the SEC that they accessed via a FOIA request. In a way, I felt kind of sorry for them. I’m sure they were hoping for so much more.
I’m not sure why but the reporters decided to focus on former SEC Commissioner/Market Reg Director Annette Nazareth – and her big “abuse” is that she sent friendly emails to Commissioners and Staffers with whom she used to work with. The horror! In one email, she provides her ten cents on certain provisions of Dodd-Frank. What a scandal! And there is much more nonsense in this long and detailed piece. Do you think other emails traded with the Staff by thousands of others have a different tone than the ones singled out in the article? All of the highlighted emails were innocuous – with the crime that they were written by a human and not a machine. These are emails for heaven’s sakes. Not formal memos.
I kept reading, waiting for a smoking gun. But basically it showed that Annette did her job on behalf of her clients – and that the SEC did it’s job of not treating her differently. If anything, the article’s title should have been “We Stuck Our Noses In Other People’s Emails and Proved the Revolving Door Study Was Correct.” It’s really unbelievable that Bloomberg’s editors let this thing see the light of day (as well as the WaPo editors who re-ran the Bloomberg piece yesterday).
Sadly, other publications blindly decided to run with the theme floated in the Bloomberg piece, such as this Advisor One article. This New York Magazine article expounds on the Bloomberg piece and goes as far to liken the responsibilities of lawyers to journalists. Here’s an excerpt: “We don’t like these kinds of cozy relationships between journalists and the sources they cover, and we roundly criticize journalists who step over the line.” It’s news to me that this type of code applies to lawyers. In fact, all government agencies want input from the outside – without it, we would get laws that don’t work. [And I certainly wouldn’t characterize the type of emails in the article as “cozy.” They were normal informal emails. They weren’t talking about going to the ballgame together, etc. – and even that type of email doesn’t show anything sinister.]
The problem with this exaggerated journalism is that it could impact someone’s reputation. And even more importantly – looking at the big picture – it could cause some bright folks from deciding to ever work at the SEC. Why take a huge pay cut to serve your country if you will then be pilloried for continuing relationships with those you worked with when you leave?
So Bloomberg reporters, please step up and be real journalists. There is plenty of real news to cover these days. If you can’t think of anything, give me a half hour to troll through your emails and let’s see what I come up with. I imagine it will be a whole lot juicer than the trivial trove of nothingness that you found here…
NYSE Proposes 4% Average Drop in Proxy Distribution Fees
A few weeks ago, the NYSE filed this proposal with the SEC that follows up on some of the NYSE Proxy Fee Advisory Committee’s recommendations from May to streamline proxy distribution fees and make them more transparent. If approved by the SEC, the net effect of the proposed changes would be a decrease in proxy distribution fees of approximately 4%, with the impact depending on a company’s circumstances.
Dodd-Frank: SEC Sends Credit Rating Standardization Study to Congress
There is no issue that lights up the Twittersphere in the corporate governance area than board diversity. Thus, people certainly were tweeting heavily earlier this week when news of a proposal by the European Union justice commissioner that companies allocating fewer than 40% of the slots on supervisory boards to women could face serious sanctions after 2020. [Although certainly not tweeting at the record 50k per minute that occurred last night during the President’s speech.]
For this proposal to go forward, the European Commission must first approve it in the coming weeks, then the legislation would need approval from the EU’s 27 governments and the European Parliament. As the studies in our “Board Diversity” Practice Area show, the number of women on US boards remains around 10% (with 30-40% of boards not having a single woman!) – with not much improvement in recent years…
“Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought”
I have calendared a webcast for September 27th with the longest title I have ever used – “Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought” – because I think the significance of the SEC’s new conflict mineral rules has been missed by some. And because one subtlety to the new rule’s 2014 effective date is that although it is a long time before companies are required to first report, those disclosures are going to cover 2013 – so companies need to have their ducks in a row by 2012 year-end. That’s right – by the end of this year!
Last week, the US District Court of Delaware delivered this decision – in Delaware Coalition for Open Government v. Strine – holding that Delaware’s confidential Chancery Court arbitration statute violates the First Amendment of the US Constitution. My understanding is that defendants plan to appeal. We are posting memos in our “Securities Litigation” Practice Area.
Mailed: July-August Issue of “The Corporate Executive”
We just mailed the July-August Issue of The Corporate Executive, and it includes pieces on:
– Barnes & Noble’s Gaffe: Grant Limits Under Section 162(m)
– Recent Court Decisions May Create Openings for Litigation
– Follow-Up: One Tax Question Resolved for 2013
– Say-on-Pay Round-Up: Year 2
Here are the survey results on insider trading policies related to pledges & margin accounts:
1. Does your company’s insider trading policy prohibit insiders from pledging their company shares?
– Yes – 37.7%
– No – 62.3%
2. If your company’s insider trading policy does not prohibit pledges, does your company:
– Discourage or advise against pledges – 55.^%
– Require preclearance for pledges – 66.7%
– Include criteria that must be met for pledges (e.g., financial wherewithal, limited to a specified percentage of holdings) – 18.6%
3. If your company’s insider trading policy requires preapproval or satisfaction of certain criteria for pledges, who makes that determination?
– CEO – 0%
– CFO – 4.2%
– GC – 79.2%
– Board Committee – 4.2%
– Other – 16.7%
4. Does your company’s insider trading policy prohibit insiders from using margin accounts with their company shares?
– Yes – 40.4%
– No – 59.6%
5. If your company’s insider trading policy does not prohibit margin accounts, does your company:
– Discourage or advise against margin accounts – 65.2%
– Require preclearance for margin accounts – 56.5%
– Include criteria that must be met for margin accounts – 17.4%
6. If your company’s insider trading policy requires preapproval or satisfaction of certain criteria for margin accounts, who makes that determination:
– CEO – 0%
– CFO – 11.8%
– GC – 88.2%
– Board Committee – 0%
– Other – 11.8%
Please take a moment to participate in this “Quick Survey on Proxy Solicitors” and this “Quick Survey on Delegation of Authority.”
Failure to Produce Audit Records: Hong Kong Regulators Also Face Troubles
Check out this development on audit paper requests featuring a court battle between Hong Kong’s Securities and Futures Commission and Ernst & Young Hong Kong after E&Y failed to produce SFC-requested records.. It appears that it’s not just the PCAOB that’s having problems gaining access to China-based companies’ audit papers due to an auditor’s interpretation of China’s State Secrecy laws (as covered in this blog).
It will be interesting to see how E&Y is going to defend itself on this in open court, particularly given there’s a recent new law on accountant liability in Hong Kong that significantly ups the ante for auditors. Thanks to Liza Mark of Dorsey & Whitney for pointing this development out and her insight into this area!
To expound on Hong Kong’s new accountant liability law, it’s a little convoluted – the Hong Kong Legislative Council just passed a comprehensive rewrite of the existing Companies Ordinance of Hong Kong (Cap 32). One of the major initiatives of the rewrite provides for the imposition of criminal liability on auditors of Hong Kong incorporated companies for “inaccurate auditor’s report. Here’s a set of FAQs for the new Companies Ordinance rewrite – and here’s the Major Initiatives explanation. This memo does a good job of summarizing the situation. Note that the amended Companies Ordinance is waiting on implementation regulations, so it will take a while before it’s implemented.
Mailed: July- August Issue of “The Corporate Counsel”
We just mailed the July- August Issue of The Corporate Counsel, and it includes pieces on:
– Dodd-Frank Marches On: SEC Adopts Compensation Committee/Adviser Independence Rules
– Compensation Adviser Conflict of Interest Questionnaire
– Whose EDGAR Filing Is It, Anyway?
– Disclosures Regarding an SEC Investigation–The Latest Developments
– JOBS Act Update
Here’s a classic from John Jenkins of Calfee Halter: So I’m sitting here in my office on a sunny afternoon on the Thursday before Labor Day, and I get the bright idea to tackle the SEC’s release adopting the final version of the Conflict Mineral disclosure rules required by Dodd-Frank.
This was not the best idea I’ve had this week.
We’ve all made our way through massive SEC releases before (the Aircraft Carrier, the Executive Comp rules, and Securities Act Reform all come to mind), but this 368 page juggernaut may well be the Citizen Kane of bureaucratic prose. I tried to slog through it, but I only got to page 25 or so before the description of the labyrinthine due diligence and reporting requirements mandated by the new rules simply overwhelmed me:
As an exception to this requirement, however, an issuer that must conduct due diligence because, based on its reasonable country of origin inquiry, it has reason to believe that its necessary conflict minerals may have originated in the Covered Countries and may not have come from recycled or scrap sources is not required to submit a Conflict Minerals Report if, during the exercise of its due diligence, it determines that its conflict minerals did not, in fact, originate in the Covered Countries, or it determines that its conflict minerals did, in fact, come from recycled or scrap sources. Such an issuer is still required to submit a specialized disclosure report disclosing its determination and briefly describing its inquiry and its due diligence efforts and the results of that inquiry and due diligence efforts, which should demonstrate why the issuer believes that the conflict minerals did not originate in the Covered Countries or that they did come from recycled or scrap sources. On the other hand, if, based on its reasonable country of origin inquiry, an issuer has no reason to believe that its conflict minerals may have originated in the Covered Countries, or, based on its reasonable country of origin inquiry, an issuer reasonably believes that its conflict minerals are from recycled or scrap sources, the issuer is not required to move to step three.
As I read this paragraph again and again in an effort to comprehend it, a strange thought occurred to me, so I took a break and Googled “Monty Python’s Meaning of Life script.” Sure enough, there was a copy online, and I quickly scrolled down to the scene where John Cleese plays a headmaster addressing a class full of British public schoolboys. I was right — the text of the Conflict Minerals Release bears a striking resemblance to Cleese’s ramblings in the film:
Headmaster: All right, settle down, settle down. Now before I begin the lesson will those of you who are playing in the match this afternoon move your clothes down on to the lower peg immediately after lunch before you write your letter home, if you’re not getting your hair cut, unless you’ve got a younger brother who is going out this weekend as the guest of another boy, in which case collect his note before lunch, put it in your letter after you’ve had your hair cut, and make sure he moves your clothes down onto the lower peg for you. Now…
Wymer: Sir?
Headmaster: Yes, Wymer?
Wymer: My younger brother’s going out with Dibble this weekend, sir, but I’m not having my hair cut today sir, so do I move my clothes down or…
Headmaster: I do wish you’d listen, Wymer, it’s perfectly simple. If you’re not getting your hair cut, you don’t have to move your brother’s clothes down to the lower peg, you simply collect his note before lunch after you’ve done your scripture prep when you’ve written your letter home before rest, move your own clothes on to the lower peg, greet the visitors, and report to Mr Viney that you’ve had your chit signed. . .
The resemblance between the two passages leads me to one of three conclusions. First, the staff members involved in writing this release are big Monty Python fans; second, President Obama appointed John Cleese to the Commission when I wasn’t looking; or third, life really is as absurd as the Monty Python guys make it out to be.
Reporting Equity Awards: Twists to Otherwise Durable Standard
Learn about Corp Fin’s new approach to reporting equity awards in the Summary Compensation Table and the Director Compensation Table when it comes to complex equity award structures in the Summer issue of our Compensation Standards newsletter. If you’re not a member of CompensationStandards.com, get this issue for free when you try a no-risk trial for 2013.
And learn more about this – and many more topics over 13 panels – during our upcoming “7th Annual Proxy Disclosure Conference,” which is only five weeks away. We are happy to report that the New Orleans conference hotel made it through Hurricane Issac just fine. But the city needs your support since tourism is the lifeblood of the city. If you can’t make it, you can always catch the conference by video. Register Now!
Webcast: “Hot Topics for Smaller Company Legal Depts”
Tune in tomorrow for the webcast – “Hot Topics for Smaller Company Legal Depts” – that will give you tips on how to beat a tight budget, etc. featuring Barbara Blackford, formerly of Superior Essex; Carrie Darling of Encore Capital Group; Bret DiMarco of Coherent; Stacey Geer of Primerica; Isobel Jone of Peet’s Coffee & Tea and David Scileppi of Gunster.
Note that we just added SEC Trading and Markets Deputy Director Jim Burns for today’s webcast – “JOBS Act Update: Where Are We Now” – that will analyze evolving market practices and the latest from the SEC including last week’s proposal to eliminate the ban on general solicitation in Rule 506 and 144A offerings. The program also features SEC Corp Fin Deputy Director Lona Nallengara, Wilson Sonsini’s Steve Bochner, Latham & Watkin’s Joel Trotter, Davis Polk’s Michael Kaplan and Dave Lynn of Morrison & Foerster and TheCorporateCounsel.net.
Tune in tomorrow for the webcast – “JOBS Act Update: Where Are We Now” – that will analyze evolving market practices and the latest from the SEC including last week’s proposal to eliminate the ban on general solicitation in Rule 506 and 144A offerings. The program features SEC Corp Fin Deputy Director Lona Nallengara, SEC Trading and Markets Deputy Director Jim Burns, Wilson Sonsini’s Steve Bochner, Latham & Watkin’s Joel Trotter, Davis Polk’s Michael Kaplan and Dave Lynn of Morrison & Foerster and TheCorporateCounsel.net.
Check out this WSJ article entitled “Warning to Investors: We’re an ‘Emerging’ Company” which states that 55% of investment bankers surveyed “…said they believe the new law’s easing of regulatory requirements increases “the chances of scandals at these businesses.”
SEC’s Filing Fees Going Up 19% for Fiscal Year 2013
On Friday, the SEC issued its 7th fee advisory for the year (along with this methodology). Right now, the filing fee rate for Securities Act registration statements is $114.60 million (the same rate applies under Sections 13(e) and 14(g)). Under the fee advisory, this rate will rise to $136.40 per million, a 19% pop. A pretty hefty price hike, unlike last year’s minimal decline.
As noted in the SEC order, the new fees will go into effect on October 1st like last year (as mandated by Dodd-Frank) – which is a departure from years before that when the new rates didn’t become effective until five days after the date of enactment of the SEC’s appropriation for the new year, which often was delayed well beyond the October 1st start of the government’s fiscal year as Congress and the President battled over the government’s budget.
Here are two items that I posted on my DealLawyers.com Blog this week: Earlier this week, the Delaware Supreme Court affirmed Chancellor Strine’s decision from last year in Southern Peru. Justice Berger filed a brief partial dissent disagreeing with the Chancellor’s attorney’s fee analysis. Here’s analysis from Richards Layton (we are posting memos in our “Minority Shareholders” Practice Area) – and here’s a piece by Alison Frankel.
Corp Fin Issues No-Action Letter on Day-20 Pricing in Tender Offers
The SEC’s Division of Corporation Finance recently granted no-action relief to Sonic Automotive, Inc., allowing Sonic to utilize “Day 20” pricing in its recent exchange offer wherein the company offered to exchange common stock and cash for its outstanding convertible debt securities.
The exchange offer employed a VWAP formula pricing mechanism with the final price becoming fixed and publicly announced at 4:30 p.m. on the same day the offer was scheduled to expire at midnight. In addition, the exchange offer incorporated a fixed minimum and maximum purchase price where the company agreed to extend the offer by two business days should the formula result in a purchase price at the maximum amount specified.
Interestingly, it appears that counsel sought and obtained no-action relief during the pendency of the exchange offer. Thus, it seems the 20-day pricing issue may have caught the Staff’s attention during its review. The letter serves as a steady reminder to issuers regarding the need for early consideration of whether to seek no-action relief and consulting with outside counsel before utilizing “Day 20” pricing in a tender offer. We have previously discussed the Staff’s position regarding “Day 20” pricing.
The study identifies investor perceptions and preferences regarding a variety of investment disclosures. The study shows that investors prefer to receive investment disclosures before investing, rather than after, as occurs with many investment products purchased today. The study identifies information that investors find useful and relevant in helping them make informed investment decisions. This includes information about fees, investment objectives, performance, strategy, and risks of an investment product, as well as the professional background, disciplinary history, and conflicts of interest of a financial professional. Investors also favor investment disclosures presented in a visual format, using bullets, charts, and graphs.
Yesterday, the SEC voted – 4-1 (Commissioner Aguilar dissented) – to propose a rule to eliminate the general solicitation and general advertising ban for offerings conducted under Reg D’s Rule 506 and Rule 144A. This rulemaking was required by Section 201(a) of the JOBS Act, which did not provide much flexibility for the agency. There is a short 30-day comment period. Here’s the press release – and here’s the proposing release (we’re posting memos in our “Regulation D” Practice Area).
As expected, the proposed rule doesn’t mandate a specific verification method (nor list a series of acceptable ones) – companies would have the flexibility to determine what are reasonable steps based on the facts and circumstances (egs. nature of the purchaser, type of information known about the purchaser, and type of the offering). Meredith Cross noted that the SEC would form a multi-divisional task force to gauge what steps companies are taking to verify accredited investor status.
During the open Commission meeting, some Commissioners noted they wished this proposal had come out sooner and in the form of an interim final rule (Paredes and Gallager). Essentially, a vote “against” the process leading to the proposal. The need for speed for these Commissioners astonishes me given the importance of what we are talking about. During her remarks, Chair Schapiro noted that just over $1 trillion was raised in exempt offerings during 2011, comparable to the amount raised in registered offerings during the same period. I don’t think 30 days worth of commenting will kill the capital markets. After all, the mission of the SEC is about investor protection. At least, the last time I looked…
Tune in on Wednesday, September 5th for the webcast – “JOBS Act Update: Where Are We Now” – that will cover this proposal, as well as analyze evolving market practices and all the latest from the SEC on the JOBS Act. The program features Corp Fin Deputy Director Lona Nallengara, Wilson Sonsini’s Steve Bochner, Latham & Watkin’s Joel Trotter, Davis Polk’s Michael Kaplan and Dave Lynn of Morrison & Foerster and TheCorporateCounsel.net.
SEC Posts Draft Taxonomy for Form SD
Yesterday, the RiskFin Staff posted draft Form SD taxonomy related to disclosure of payments by resource extraction companies. Comments are due by Halloween – and can be provided via this input form by including “Draft Form SD Taxonomy” in the “General subject matter” section.
California Rules Facebook’s Instagram Acquisition is “Fair”
Keith Bishop gives us the news that the result of California Department of Corporations ‘s fairness hearing yesterday regarding Facebook’s purchase of Instagram was favorable for the social media giant.
Related to this WSJ article, here’s news from Cydney Posner of Cooley: The Wall Street Journal has posted SEC Chair Mary Schapiro’s response letter to the inquiry from Darrell Issa, Chair of the House Committee on Oversight and Government Reform. [Broc’s note: The WSJ’s link to the letter is now dead.]
You may recall that Chair Issa’s letter was prompted by concerns over the Facebook IPO and asked a number of questions regarding IPO pricing mechanisms, communications and other matters, with a view toward revamping the IPO process. Chair Schapiro indicates in her letter that the staff is monitoring the impact of the JOBS Act and that she has previously asked the staff to review the offering communications rules and to consider issuance of a concept release. She noted that “[e]nsuring that our communications rules facilitate, not hinder, the ability of an issuer to communicate with all investors is an important aspect of the staffs review of these rules.” However, not surprisingly, she seemed to detect a few more benefits in the current system than did Chair Issa.
SEC: Today’s Open Commission Meeting Could Be Interesting
As Dave blogged last week, the SEC pushed back consideration of changes to Rule 506 and general solicitation in the wake of a highly publicized fracas of whether the new rules should be proposed first or instead adopted as interim final rules. The open Commission meeting to consider these changes is today. Cooler heads seemed to have prevailed and the rules appear that they will be proposed first.
Here’s a short WSJ opinion piece penned by Corp Fin Director Meredith Cross from earlier this week, defending the decision to first propose the rules. Heavy duty politics continue to place pressure on the SEC, during a time when the agency is adjusting to new demands placed upon it by the courts (as well as others including the Office of Information and Regulatory Affairs as noted in this WaPo article). Not a good mix.
Tune in next Wednesday for our webcast – “JOBS Act Update: Where Are We Now” – to discuss the results of this open meeting, plus much more about what the SEC has done lately – and what is becoming standard market practice – under the JOBS Act.
More on our “Proxy Season Blog”
We continue to post new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
– Proxy Advisor Regulation: European Style
– It Was Written in The Stars – Not the Merger Agreement
– The Future of Private Ordering of Proxy Access
– Exclusive Forum Provisions Update
– Mid-Season Proxy Season Update: UK and US
