In the past year, the Securities and Exchange Commission ("SEC") has placed an emphasis on holding company boards accountable to shareholders. Changes to proxy disclosure rules are intended to provide greater transparency for shareholders so that they are better able to evaluate the leadership of public companies. The elimination of the ability of brokers to exercise discretionary voting in uncontested director elections is designed to encourage companies to make a better effort to reach out to shareholders and for shareholders to take a more active role in the election of directors. A proposal granting shareholders greater access to proxies reflects the SEC's desire to place a larger focus on boards of directors, especially in the areas of executive compensation and risk management. Finally, after several extensions, the SEC announced that the smallest public companies and their independent auditors will be required to report to the public on the effectiveness of the company's internal controls starting in June 2010. This memorandum will present the changes to proxy rules and required disclosures resulting from the amended regulations.

Please see full memorandum below for more information.