You can view the blog posts and comments below. To view the full news article or more information, click on the blog post title.

----------------------------------------------

IRS Form 8937 Instructions
Date: January 19, 2012
Comment: Form 8937 is filed by issuers of specified securities to report organizational actions that affect the basis of the securities involved in the organizational action. The form is filed with the IRS, and copies are provided to each security holder of record.

----------------------------------------------

DTC Proposed Rule Changes to Operational Arrangement
Date: December 6, 2011
Comment: The purpose of this proposed rule change is to update the existing contractual operational arrangements necessary for a securities issue to become and remain eligible for the services at DTC.

----------------------------------------------

SEC Announces Formation of Advisory Committee on Small and Emerging Companies
Date: September 13, 2011
Comment:The Securities and Exchange Commission today announced the formation of the Advisory Committee on Small and Emerging Companies to focus on interests and priorities of small businesses and smaller public companies.

The committee is intended to provide a formal mechanism through which the Commission can receive advice and recommendations specifically related to privately held small businesses and publicly traded companies with less than $250 million in public market capitalization.

“Our capital markets are a critical source of funding for emerging companies and smaller public companies,” said SEC Chairman Mary Schapiro. “That is why a key component in our agency’s mission is to facilitate capital formation while at the same time protecting investors. This new advisory committee will increase the input we receive from the small business community.”

----------------------------------------------

Chairman Mary L. Schapiro issued the following statement:

"I firmly believe that providing a meaningful opportunity for shareholders to exercise their right to nominate directors at their companies is in the best interest of investors and our markets. It is a process that helps make boards more accountable for the risks undertaken by the companies they manage. I remain committed to finding a way to make it easier for shareholders to nominate candidates to corporate boards.

"At the same time, I want to be sure that we carefully consider and learn from the Court's objections as we determine the best path forward. I have asked the staff to continue reviewing the decision as well as the comments that we previously received from interested parties."

# # #

Last year, when the Commission adopted Rule 14a-11, it also adopted amendments to Rule 14a-8, the shareholder proposal rule. Under those amendments, eligible shareholders are permitted to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials. Through this procedure, shareholders and companies have the opportunity to establish proxy access standards on a company-by-company basis -- rather than a specified standard like that contained in Rule 14a-11...

----------------------------------------------

SEC Proposed Rule- DRS Eligibility Waiver for Foreign Issuers on the NYSE
Date: September 6, 2011
Comment: The NYSE has proposed a rule change to waive the requirement for foreign public issuers to become DRS eligible. In proposing this rule, the NYSE recognized that the laws or regulations of certain foreign countries might make it impossible for companies or listing applicants incorporated in those countries to comply with the DRS eligibility requirement of Section 501.00.

----------------------------------------------

----------------------------------------------

----------------------------------------------

----------------------------------------------

SEC Adopts Rules for Say-on-Pay and Golden Parachute Compensation
Date: January 25, 2011
Comment:"The Securities and Exchange Commission today adopted rules concerning shareholder approval of executive compensation and "golden parachute" compensation arrangements as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The SEC's new rules specify that say-on-pay votes required under the Dodd-Frank Act must occur at least once every three years beginning with the first annual shareholders' meeting taking place on or after Jan. 21, 2011. Companies also are required to hold a "frequency" vote at least once every six years in order to allow shareholders to decide how often they would like to be presented with the say-on-pay vote. Following the frequency vote, a company must disclose on an SEC Form 8-K how often it will hold the say-on-pay vote.

Under the SEC's new rules, companies also are required to provide additional disclosure regarding "golden parachute" compensation arrangements with certain executive officers in connection with merger transactions.

The Commission also adopted a temporary exemption for smaller reporting companies (public float of less than $75 million). These smaller companies are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after Jan. 21, 2013.

"I believe that this two-year deferral is a balanced and responsible way for the SEC to ensure that its rules do not disproportionately burden small issuers," said SEC Chairman Mary L. Schapiro. "The Dodd-Frank Act authorizes the Commission to exempt an issuer or class of issuers, but only after considering a number of factors including whether this disproportionate burden exists. The two-year deferral period is designed to assist the Commission in its consideration of these factors and will enable us to adjust the rule if appropriate before it applies to smaller issuers."

View Final Rule

----------------------------------------------

DTCC Eligibility Information Guide Release
Date: January 20, 2011
Comment: DTCC has released an Eligibility Information Guide that discusses some of the important points under DTCC’s rules and procedures which govern the eligibility process. The information represents a substantial portion of the inquiries that DTCC regularly receives on this matter.

----------------------------------------------

Final Cost Basis Reporting Regulations
Date: October 16, 2010
Comment: The new cost basis rules are finalized to be effective January 1, 2011. This release explains the duty of the issuer, broker, transfer agent, and other financial institutions in reporting cost basis of stock to the IRS. Cost basis will need to be reported by issuers at the time of issuance or corporate action.

----------------------------------------------

Transfer Agents to SEC: We Can Send Out Proxy Materials For Less

Date: October 14, 2010
Comment: The article discusses a Securities Transfer Association (STA) study that shows that corporations would pay 20.52 to 71.62 percent less to send out proxy materials through transfer agents, than through the current system.

----------------------------------------------

Corporate Actions FINRA Rule 6490
Date: September 27, 2010
Comment: The SEC approved FINRA Rule 6490 (Processing of Company-Related Actions). This rule details the following:

1) Timely notice required for certain corporate actions,

2) FINRA's regulatory authority when processing documents, and

3) Implementation of fees for these services.

Issuers must complete necessary forms and pay applicable fees by certain deadlines or they may be subject to delayed corporate action announcements and late fees. Read Colonial's Article or View Final Rule

----------------------------------------------

SEC Votes to Seek Public Comment on U.S. Proxy System
Date: July 14, 2010
Comment: "The Securities and Exchange Commission today voted unanimously to issue a concept release seeking public comment on the U.S. proxy system and asking whether rule revisions should be considered to promote greater efficiency and transparency...." The issues being addressed are:

• Over-voting and under-voting of shares,
• Vote confirmation,
• Proxy voting by institutional securities lenders,
• Proxy distribution fees,
• Issuers’ ability to communicate with beneficial owners of securities,
• Potential means to facilitate retail investor voting participation,
• Improving investor education,
• Data-tagging proxy-related materials,
• Role of proxy advisory firms,
• Dual record dates,
• “Empty voting”

----------------------------------------------

SEC Investor Advisory Committee Forms Subcommittees to Tackle Ambitious Agenda on Behalf of Investors

Date: September 15, 2009
Comment: "The Securities and Exchange Commission's newly-formed Investor Advisory Committee today announced that three subcommittees have been formed to address specific categories of regulatory issues as the Committee tackles its wide-ranging agenda. The subcommittees will focus on investor education, investor protection, and shareholder voting and corporate governance.

The SEC's Investor Advisory Committee was formed by SEC Chairman Mary L. Schapiro to give investors a greater voice in the Commission's work. Richard Hisey from AARP Financial and Hye-Won Choi from TIAA-CREF co-chair the Committee in consultation with SEC Commissioner Luis A. Aguilar, who serves as the Committee's sponsor and chief liaison to the Commission.

"The Committee has identified three important and timely broad subject areas to delve into, and the Commission looks forward to receiving its perspectives," said Chairman Schapiro. "Investor views are integral to the SEC's mission, and the work of these subcommittees will greatly inform the SEC's regulatory agenda.

Commissioner Aguilar added, "The Investor Advisory Committee has decided to form three subcommittees focused on key issues of concern to investors. Investors are engaged in the capital markets in many ways, including as purchasers and shareholders, and these subcommittees will assist the Committee to examine and make recommendations on issues across this spectrum. This is critical work and I look forward to seeing the subcommittees in action."

The three subcommittees are:

An Investor Education Subcommittee chaired by Dallas Salisbury (President and CEO, Employee Benefit Research Institute) plans to focus on matters related to financial literacy, the efficacy of layered educational resources that may permit investors to access information at varying levels of detail reflecting their needs, the ways that issuers and boards of directors communicate with investors, and the types of technology that can be utilized for education.

An Investor as Purchaser Subcommittee chaired by Mercer Bullard (Founder and President of Fund Democracy, Inc. and Associate Professor of Law, University of Mississippi School of Law) expects to examine the needs of investors when they purchase specific products (mutual funds, hedge funds, money market funds) and services (brokerage, investment advisory, and financial planning). This subcommittee also will consider the fiduciary duty owed to investors by those who provide investment advice, as well as issues related to pre-sale and other disclosure, intermediary fees and compensation practices, arbitration, and technology.

An Investor as Shareholder Subcommittee chaired by Stephen Davis (Executive Director of Yale School for Management's Millstein Center for Corporate Governance, and board member of Hermes Equity Ownership Service) intends to review proxy solicitation and disclosure issues, proxy voting and process (including the role of proxy advisory firms), majority voting, Regulation FD, executive compensation practices, the responsibilities of shareholders, international issues, and technology related to shareholder communications and voting.

The SEC's Investor Advisory Committee plans to hold its next meeting in early October.

A new Web page with more information about the work of the SEC's Investor Advisory Committee is available at http://www.sec.gov/spotlight/investoradvisorycommittee.shtml."

----------------------------------------------

Broker Discretionary Voting of Directors
Date: July 1, 2009
Comment: In a new rule effective January 1, 2010, the SEC has eliminated discretionary voting on directors by brokers. In the past, this rule allowed brokers to vote proxies on behalf of beneficial shareholders for uncontested directors for publicly held companies, as long as the beneficial shareholder had received the proxy materials with plenty of time before the meeting and had not already submitted votes.

Under the new rule, brokers' discretionary votes will not count toward the election for a director. Given the large number of shares held in street name, this will decrease the number of shares voted on directors, making it easier to unseat a director. This gives shareholders more responsibility in electing directors, so ensuring shareholders receive proxy materials with adequate time prior to the meeting, and duplicate materials if necessary to shareholders with significant holdings, will help guarantee adequate voting results.

----------------------------------------------