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New SEC Rules Applicable to “Electronic Shareholder Forums”

 

            The SEC’s new rules intended to promote the use of “Electronic Shareholder Forums,” announced in this afternoon’s press release copied below, are expected to eliminate some of the regulatory compliance questions commonly raised by people who are unfamiliar with our programs, and should also encourage others to experiment more widely with different variations of forum processes.

 

            Based on what’s reported in the press release, it appears likely that the new rules will be a more explicit reflection of the same SEC staff views that have guided the development of our forum practices over the past eight years.  We will of course review the final rules carefully as soon as they’re published, and consider further refinements of our “Conditions of Participation” to make the process as effective as possible for its participants.  But the amendments summarized in the press release seem to simply support our existing Conditions.  For example, referring to the most recently initiated Verizon Forum’s posted Conditions of Participation, its paragraphs 3-5 provide for essentially the same assurances of independence relating to responsibility for communications by other forum participants and, particularly, for proxy solicitations, that will now be addressed specifically for electronic communications in the SEC’s new rules.

 

            Please let me know if you have any questions or comments on how the new SEC rules may relate to our Forum programs.

 

           GL – 11/28/07

 

Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

 

 

 

SEC Adopts Proxy Rule Amendments Encouraging Electronic Shareholder Forums

FOR IMMEDIATE RELEASE
2007-247

Washington, D.C., Nov. 28, 2007 - The Securities and Exchange Commission voted today to adopt amendments to the federal proxy rules under the Securities Exchange Act of 1934 to facilitate the use of electronic shareholder forums. The amendments are expected to open up new avenues for real-time communications among shareholders, and between shareholders and the companies they own.

"Today's action is intended to tap the potential of technology to help shareholders communicate with one another and express their concerns to companies in ways that could be more effective and less expensive," said SEC Chairman Christopher Cox. "The rule amendments are intended to remove legal concerns, such as the risk that discussion in an online forum might be viewed as a proxy solicitation, that might deter shareholders and companies from using this new technology."

"I think the Commission demonstrated again today that it welcomes the opportunity to remove barriers that may exist for investors and companies to communicate with each other," said John White, the Director of the Division of Corporation Finance. "This new proxy rule exemption should help facilitate another venue for interested investors to share thoughts and ideas with company management and among themselves."

Specifically, the amendments will clarify that participation in an electronic shareholder forum, which could potentially constitute a solicitation subject to the current proxy rules, will be exempt from most of the proxy rules if the conditions to the exemption are satisfied. In summary:

  • Any participant in an electronic shareholder forum will be able to rely on the new exemption so long as his or her communications occur more than 60 days prior to the date announced by the company for its annual or special meeting of shareholders, and the communicating party does not solicit proxy authority while relying on the exemption. A participant in an electronic shareholder forum will be eligible to solicit proxy authority after the date that the exemption is no longer available, provided that the solicitation is conducted in accordance with Regulation 14A.
     

  • Where the company announces a meeting of shareholders less than 60 days before the meeting date, the solicitation could not occur more than two days following the company's announcement.

In addition, the amendments provide that a shareholder, company, or third party acting on behalf of a shareholder or a company, that establishes, maintains or operates 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.

The rule amendments will take effect 30 days after they are published in the Federal Register.

* * *

The full text of the detailed release concerning the rule amendment will be posted to the SEC Web site as soon as possible.

# # #

 

http://www.sec.gov/news/press/2007/2007-247.htm

 

 

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

It is the policy of Forum programs to be open to all shareholders of a subject company and to any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.