CST - "Quality & Service, the way it used to be."
Newsletter
Summer, 2011
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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.”
Statement by SEC Chairman Mary L. Schapiro on Proxy Access Litigation
Date: September 6, 2011
Comment: The Securities and Exchange Commission today confirmed that it is not seeking rehearing of the decision by the U.S. Court of Appeals in Washington, D.C. vacating a Commission rule, Rule 14a-11, which would have required companies to include shareholders' director nominees in company proxy materials in certain circumstances. Nor will the SEC seek Supreme Court review.
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
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.
Say-on-Pay, Executive Compensation
As large and small reporting companies get ready for their annual meetings this year they should keep in mind the new rules involving shareholder approval on executive compensation. These rules, required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, will need to be included on all proxy cards after Jan. 21, 2011.
The first new proposal is referred to as Say-on-Pay...
By Kassidy Mather
Colonial Stock Transfer Company