Stay current on changes and developments in corporate law with a wide variety of resources and tools.
Sept. 22 — The Securities and Exchange Commission's Investor Advisory Committee Oct. 9 will vote on a subcommittee's recommendations to help ensure that preliminary votes from shareholder meetings are disclosed in an impartial manner.
The SEC posted the recommendations on its website Sept. 19.
The first recommendation is that the SEC staff take steps to ensure that brokers—when relying on the exemption in 1934 Securities Exchange Act Rule 14a-2(a)(1)—act in an impartial and ministerial fashion throughout the proxy process, including when disclosing preliminary vote tallies.
The rule exempts from the SEC's proxy solicitation requirements any solicitation that, among other measures, “does no more than impartially instruct the person solicited to forward a proxy to the person, if any, to whom the person solicited desires to give a proxy, or impartially request from the person solicited instructions as to the authority to be conferred by the proxy and state that a proxy will be given if no instructions are received by a certain date.”
The second recommendation is that the staff take the position that any broker relying on the exemption that uses an intermediary to fulfill the rule's impartiality requirements “take reasonable steps to verify” that the intermediary will act in an impartial manner.
The IAC Investor as Owner Subcommittee said it advanced the recommendations because of concerns raised “over the lack of impartiality and the failure to act in a ministerial fashion in connection with disclosure of voting results during an exempt solicitation.”
There is a pending request by the Council of Institutional Investors for SEC guidance or rule amendments to address the “arbitrary and biased disclosure of interim vote tallies and the role of proxy distributors in that process.”
The recommendations are available at http://www.sec.gov/spotlight/investor-advisory-committee-2012/investor-as-owner-impartiality.pdf.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)