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Shareholder Proxy Access
On Sept. 5, 2006, the United States Court of Appeals for the Second Circuit stated: 'In deeming proxy access bylaw proposals non-excludable under Rule 14a-8(i)(8), we take no side in the policy debate regarding shareholder access to the corporate ballot.' American Federation of State, County & Municipal Employees v. American International Group, Inc., 2006 WL 2557941 (2d Cir. Sept. 5, 2006) ('AFSCME'). Despite the Second Circuit's neutral intent, AFSCME has generated a surge of renewed interest in the legal and policy implications of shareholder proxy access, and specifically shareholders' expanding power to influence director elections.
Securities and Exchange Commission (SEC or Commission) Rule 14a-8 governs shareholder proposals. If a qualified shareholder submits a proposal, the company must include the proposal in its proxy statement unless the proposal may be excluded pursuant to one of thirteen grounds listed in Rule 14a-8. One of the grounds, Rule 14a-8(i)(8), provides that a corporation may exclude a shareholder proposal '[i]f the proposal relates to an election for membership on the company's board of directors or analogous governing body.' This exclusion is known as the 'election exclusion.'
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.