Tag Archives | proxy access

Financial Sustainability: Restoring Market Stability, Corporate Value & Public Trust (ICGN Mid-Year 2010)

Disclaimer: Given Dodd-Frank, proxy plumbing and all those comments I want to provide the SEC, the report below doesn’t do the ICGN Mid-Year Conference justice.  I wrote this up more than a week later with poor notes and memory. Comments, corrections and substitute photos are solicited. Sharing Perspectives Across the Atlantic. Phil Angelides, Lord McFall […]

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Giant Stirs: Fidelity Backs an Environmental Proxy Proposal

Four Fidelity funds recently backed an environmentalist proxy proposal for the first time on record, Ceres research found. Even though the votes cast by Fidelity funds at MGM Mirage Fidelity’s usual abstentions on shareholder environmental proposals, it is a start. Reuthers (Fidelity records first ‘green’ proxy votes, 10/9/10) goes on to note: Ceres found that like Fidelity, […]

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Proxy Access on Hold

The SEC placed proxy access on hold and will ask the U.S. Court of Appeals for the District of Columbia for an “expedited review” of a legal challenge by the U.S. Chamber of Commerce and the Business Roundtable, according to a legal order posted on the agency’s website today. The move means rules allowing shareholders […]

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Proxy Access D-Day

I haven’t been following all the chatter around the deadline for filing for proxy access, since it is highly unlikely I will be taking part until some group like USPX works to group to proxies of individual investors. However, those with the need to know can find the information at CorporateCounsel.net (Mea Culpa: Proxy Access’s […]

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BRT & Chamber Sue Over Proxy Access

As expected, the U.S. Chamber of Commerce and Business Roundtable filed a legal challenge to the SEC’s proxy access rules requiring a corporation to include in its proxy materials director nominees put forward by a shareholder (or group of shareholders) who have owned three percent or more of company stock for at least three years. […]

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SEC Access and Dodd-Frank Calendar

The SEC published Rule 14a-11 providing proxy access in the Federal Register (.pdf).  The rule is effective 60 days after being published in the Federal Register, or November 15, 2010. Any issuer whose one year anniversary for mailing date is prior to March 15, 2011 will not be subject to a proxy access campaign in 2011. (Hat […]

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Murninghan Post on Proxy Access

I’ve been tied up at a very delightful event put on by The Corporate Library, so haven’t had much time to post. However, I highly recommend Drawing Swords: The Battle Over Proxy Access for a quick overview of how proxy access is shaping up.

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Possible Reversal of Fortune for Bebchuk on Proxy Access

Pom Talk (New Proxy Rules Already Impacting Pending Litigation, 9/15/10) reports the SEC’s new proxy access rules, enacted on August 25, 2010 but not yet published in the Federal Register, have already found their way into court. Based on the rule changes adopted by the SEC, the Second Circuit recently remanded Bebchuk v. Elec. Arts, […]

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Video Friday

Meredith Whitney, CEO of Meredith Whitney Advisory Group LLC. In 2007, she was the first financial analyst to predict major losses for Citigroup, one of the nation’s largest financial services companies. Program from Sunday, September 5, 2010. Q&A CSpan. Hat-tip to The Big Picture. The United States of Inequality: Introducing the Great Divergence by Timothy […]

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Proxy Access Implementation

Jill Radloff, of Leonard, Street and Deinard, focuses her practice on the areas of corporate and securities law and has written a brief guide for companies that shareowners will also find useful, You Received a Proxy Access Notice — Now What? Upon receipt of a notice of a shareholder nominee under the proxy access rules, […]

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What if a Proxy Access Candidate Isn't Qualified?

Keith Bishop begins to address at least one of the issues raised by J.W. Verret (Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank) but in a much more positive manner. What happens when a shareholder nominates someone who doesn’t meet the qualification requirements of the bylaws?… One approach […]

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No Need for Hysteria Over New Proxy Access Rules

In the wake of the SEC’s approval of management proxy access for three percent shareholders, it’s quite surprising to note the vehemence of the remaining opposition to such action. For example, the Wall Street Journal in its lead editorial on August 30, 2010 entitled Alinsky Wins at the SEC, which in itself makes clear the extent […]

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Proxy Access Concerns

I received the following from Andrew Shapiro, President, Lawndale Capital Management, LLC yesterday afternoon. This morning, the SEC released and approved final rules relating to Proxy Access. These rules were a bit changed from earlier comment releases and greatly limit practical use of the new rule. The full adoption release (451 pages) can be found […]

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Corporate Board Member

Several interesting articles in the current issue of Corporate Board Member. Nice to see coverage there of the Proxy Disclosure blog by Mark Borges, part of the CompensationStandards.com group. Borges spend four years as special counsel at the SEC’s office of rulemaking before joining the Mercer consulting firm. Regarding the new pay disclosure rules, In […]

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CII's Most Recent Comment Letter on Proxy Access

SEC Set to Open Up Proxy Process (WSJ, 8/5/10) As reported last week, the meeting is apparently scheduled for August 25. Under the language being drafted, shareholders would have to own a 3% stake in a company for at least two years to qualify. As I write this, the SEC still has not confirmed the […]

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Access to be Waived by CalSTRS and Relational at Occidental

As reported by RiskMetrics and others, CalSTRS and Relational Investors “are threatening to wage a proxy fight at Occidental Petroleum over the oil company’s compensation practices and the board’s failure to abide by its retirement policy or announce a succession plan for its long-serving chief executive and chairman.” (CalSTRS and Relational Seek Four Board Seats […]

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NYTimes Plugs Currently Proposed Proxy Access Thresholds

Yesterday’s New York Times editorial favors the 1, 3, and 5% thresholds for proxy access advanced by the SEC’s proposed rulemaking.  (Putting Investors First) To get nominees on the proxy-card ballot, shareholders would have to own their shares for at least a year and would need substantial ownership stakes of at least 1 percent for […]

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New Resources: Sustainability Quotes, Crisis Timeline, Cal Corp Law & Proxy Access Avoidance

Quotes – The Business Case for Sustainability & CSR Reporting: Selected Quotes from the Business Community July 2010. Tim Smith of Walden Asset Management, offered up  a helpful resource providing a selected set of quotes from CEO’s and company CSR reports on the business case for Sustainability and CSR reporting highlighting how they contribute to […]

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Populism Begins in the Boardroom

There is an intriguing place where we might begin the work of a renewed economic populism: in corporations, not the capital. If the goal of populism is the amelioration of life for the many, then President Obama could strike a confounding (in a good way) pose by calling on the private sector to take up […]

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CorpGov Bites

Opinion: Business to Blame for Anti-Business Mood, Marty Robins, Special to AOL News, 7/8/10. Where management was utterly disengaged from the business at hand, is it any wonder the public, and lawmakers, are demanding more regulation of the economy… resistance to good-faith efforts to improve governance by bolstering management oversight doesn’t endear business to society. […]

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Directors Elected Through Proxy Access

With the enactment of the financial regulation bill with its drastic improvement in proxy access terms appearing imminent, it is important to reflect on how corporate governance devotees need to respond. Specifically, we need to acknowledge that enhanced access is only one step –albeit a huge step – of the journey toward better governance, and […]

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Proxy Access Update

A recent report from the Altman Group provides the best short update on proxy access that I have seen. They recommend to clients that “the Rubicon has been crossed. It is time for companies to start thinking about conducting over coming months detailed Governance Risk Assessments examining the challenges that are likely to be presented […]

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House "Compromise" on Proxy Access

Thanks to Ted Allen of Risk Metrics for his continuing coverage of the financial reform legislation. (House Lawmakers Propose Compromise on Proxy Access, 6/24/10) Today he reports that, as expected Rep. Barney Frank said House lawmakers won’t support Senator Dodd’s proposal to impose a 5% ownership threshold and a two-year holding period on investors who […]

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Proxy Access: Monday AM

The Huffington Post appears to have the latest coverage, White House Flip Flops On Reining In CEO Pay, 6/17/10. I watched the televised Conference Committee where Chuck Schumer failed (on a vote of 4 to 8) to delete Dodd’s amendment that basically guts proxy access by limiting it to one 5% shareowner, an impossibly high […]

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