Analysis and Commentary
Merrill White Papers
Notice and Access Decision Point: Planning for a Successful Proxy Process under the New Rules
Overview of three primary options––and benefits and risks of each approach––to comply with new rules requiring all public companies to post their proxy materials on the Internet by January 1, 2009. Compliance for large accelerated filers, excluding registered investment companies, is required January 1, 2008.
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Related Materials: Final Rule | Proposed Rule | Press Release | Legal Analysis
Practitioner Analysis and Commentary
2010 Annual Report and Proxy Season Reminders
Oppenheimer Wolff & Donnelly LLP
Article summarizes key developments and considerations for 2010 annual reports and proxy statements, highlighting significant changes for 2010. Coverage includes––filing deadlines, enhanced disclosure requirements, "say on pay" and other pending legislation, executive compensation disclosure, shareholder proposals/proxy access, mandatory XBRL, e-proxy rules, and more.
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Related Materials: SEC Guidance on Disclosure Transition | Final Rule: Proxy Disclosure Enhancements
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SEC Text and Commentary
Compliance and Disclosure Interpretations: Proxy Disclosure Enhancements Transition
Compliance and Disclosure Interpretations: Interactive DataProxy Disclosure Enhancements adopted December 16, 2009 include amendments to Regulation S-K Items 401, 402 and 407, effective February 28, 2010. These Compliance and Disclosure Interpretations comprise the Division of Corporation Finance’s interpretations of how this effective date applies to the filing of proxy statements, Form 10-Ks, Form 8-Ks, Securities Act registration statements and Exchange Act registration statements at or around the time of the effective date.
Effective date: February 28, 2010
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Related material: Final rule
Compliance and Disclosure Interpretations: Securities Act FormsCorporate Finance Divisions's interpretations of the interactive data rules adopted in January 2009.
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Corporate Finance Division’s February 27, 2009 updated interpretations of Securities Act Forms include: F series forms; Forms S-1, S-3, S-4, S-8, and S-11; Form D; Form 144; and interpretive responses regarding particular situations.
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Observations on Executive Compensation
October 2008 observations by SEC Corporation Finance Division Director John W. White on current market events, the Emergency Stabilization Act of 2008, and executive compensation disclosure requirements.
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Interpretation/Solicitation of Comment: Commission Guidance on the Use of Company Websites
Guidance regarding the use of company websites under the Exchange Act and the antifraud provisions of the federal securities laws focuses on (1) when information posted on a company website is “public” for purposes of the applicability of Regulation FD; (2) company liability for information on company websites, including previously posted information, hyperlinks to third-party information, summary information, and the content of interactive websites; (3) the types of controls and procedures advisable with respect to such information; and (4) the format of information presented on a company website, with the focus on readability, not printability. In addition, the Commission seeks comment on issues relating to company use of technology generally in providing information to investors.
Effective date: August 7, 2008
Comment date: November 5, 2008
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Final Rule: Electronic Shareholder Forums
Amendments to the proxy rules under the ’34 Act to facilitate electronic shareholder forums remove legal ambiguity that might deter using this type of communication. The amendments clarify that participation in an electronic shareholder forum is exempt from most of the proxy rules if all of certain conditions are met. The new rules also establish that shareholders, companies or certain other parties that establish, maintain or operate an electronic shareholder forum will not be liable under the federal securities laws for any statement or information provided by another person participating in the forum.
Effective date: February 25, 2008
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Final Rule: Electronic Filing and Revision of Form D
New rule amendments mandate electronic filing via the Internet information required by ’33 Act Form D and revise Form D and Regulation D accordingly. Under the new rules, Form D information will be filed with the SEC through a new online filing system accessible from any computer with Internet access. Staggered effective dates intended to enable issuers to file Form D information in electronic or paper format from September 15, 2008 until March 16, 2009 when electronic filing becomes mandatory.
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Related Material: Merrill Summary
Effective dates: September 15, 2008 with the following exceptions––§ 232.101(c)(6) and §232.201(a) effective 30 days after publication of final rule release in Federal Register; §232.101(a)(1)(xiii) effective March 16, 2009; § 230.503T, §232.101(b)(10)T and § 239.500T effective from September 15, 2008 to March 16, 2009.