Public Company Adviser - April 2013: New Life Breathed into SEC’s Unbundling Rules

more+
less-

The SEC’s “unbundling” requirements have largely been the stuff of SEC lore -- periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s Greenlight Capital and Apple, the unbundling rules may finally be coming out of the shadows. As a result, companies should carefully consider their application when preparing their proxy materials, especially those that may come under attack by shareholder activists.

Background on the Unbundling Rules -

The SEC’s unbundling rules effectively require a distinct shareholder vote on each “separate matter” listed on a company’s proxy card, regardless of the state law requirement that would be required to approve the matter. Although the rules technically apply to any matter submitted for a shareholder vote, in our experience they have most often been implicated in connection with merger transactions and have rarely arisen in the context of a corporate governance matter (as they did in the Greenlight/Apple dispute)...

Please see full newsletter below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Topics:  Apple, Bundling Rules, Corporate Governance, Greenlight Capital v Apple, Proxies, SEC, Shareholders

Published In: Business Organization Updates, Securities Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© King & Spalding | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »