By Bob Tannous on In the ever-changing world of corporate law, it’s important to have trusted resources that can keep an eye out for how the relentless evolution of regulation and legislation can affect business operations, governance, strategy and growth. Our goal is for the Federal Securities Law Blog, and the Porter Wright attorneys who contribute to it, to … Continue Reading
By Porter Wright on 2012 was the first year that shareholders could take advantage of SEC rules that allow shareholders to submit proxy access proposals to adopt proxy access provisions in a company’s bylaws. Prior to September 2011, Rule 14a-8(i)(8) allowed a company to exclude a shareholder proposal that related to the company’s director election/nomination procedures. The SEC proposed … Continue Reading
By Bob Tannous on Institutional Shareholder Services Inc. ("ISS") issued its 2013 Draft Policies for review and comment. These draft policies are intended to update ISS’ benchmark proxy voting guidelines. The draft policies that have been provided for comment include the following topics: Board Response to Majority-Supported Shareholder Proposals (U.S.); Director Over-boarding (Hong Kong & Singapore); Board Tenure Exceeding Nine Years (Hong … Continue Reading
By Porter Wright on On Wednesday, March 7, 2012, the SEC’s Division of Corporate Finance responded to a series of No-Action Requests regarding issues under Exchange Act Rule 14a-8 (under which eligible shareholders are permitted to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials). In these series of letters, CorpFin: (1) stated that … Continue Reading
By Porter Wright on On Tuesday, September 6, the SEC announced that it is not seeking rehearing of the decision by the D.C. Circuit Court of Appeals invalidating Exchange Act Rule 14a-11. That Rule, which was previously discussed here, allowed 3% shareholders (or larger) to use the company proxy statement to nominate directors. As discussed here, on Friday, July … Continue Reading
By Porter Wright on On Friday, July 22, 2011, the D.C. Circuit Court of Appeals issued an Opinion vacating Exchange Act Rule 14a-11. Business Roundtable v. SEC, No. 10-1305, slip op. (D.C. Cir. Jul. 22, 2011). The Rule, which was previously discussed here, allowed 3% shareholders (or larger) to use the company proxy statement to nominate directors.… Continue Reading
By Porter Wright on Earlier this week, the SEC finalized a new proxy access rule for 3% shareholders (or larger) that was first proposed over a year ago. Proxy access refers to the right of a shareholder to use the company’s proxy statement to solicit votes for a nominee for the board of directors. Prior to the new rule, … Continue Reading
By Porter Wright on The financial reform bill calls for the SEC to write proxy access rules that would give shareholders the ability to use the company’s proxy statement to nominate candidates for the board of directors. Currently, shareholders who wish to solicit votes for nominees must prepare and send their own proxy statement, which is expensive and rarely … Continue Reading
By Porter Wright on The SEC has started a new webpage titled, “Spotlight on Proxy Matters” to provide investors with general information on the mechanics of proxy voting, the e-proxy rules, corporate elections, and proxy matters generally. The website includes frequently asked questions regarding corporate elections and voting procedures and may be a direct response to the decline in … Continue Reading
