Securities Regulation Updates from Cooley LLPhttp://www.cooley.comBy Cydney Posner It is a fairly common practice to include language in CTRs requesting that the company be notified if a person asks for disclosure of the CTR or the protected sections of the underlying document. To address concerns raised by the staff that this request makes the CTR impermissibly ...http://www.cooley.com/shownewsbrief.aspx?Show=66100Tue, 07 Feb 2012 00:00:00 GMTA couple of pieces were posted this morning about the status of proxy access after the demise of Rule 14a-11. The Wall Street Journal reports that H-P has negotiated with a shareholder proponent, LongView Fund, which owns around 400,000 shares of H-P, to include a proxy access proposal in 2013, prov...http://www.cooley.com/shownewsbrief.aspx?Show=66098Tue, 07 Feb 2012 00:00:00 GMTBy Cydney Posner We've all known, on an anecdotal basis, that including overly optimistic statements in press releases can be problematic, but here's a report about some academic research that supports that notion more systematically. The title of this article from CFO.com tells it all: "Upbeat Wor...http://www.cooley.com/shownewsbrief.aspx?Show=66083Mon, 30 Jan 2012 00:00:00 GMTBy Cydney Posner As initially reported in thecorporatecounsel.net blog, the NYSE has sent out an information memo  relating to the application of Rule 452 to certain types of corporate governance-related proxy proposals. Rule 452 governs when NYSE members can vote without specific client instr...http://www.cooley.com/shownewsbrief.aspx?Show=66071Thu, 26 Jan 2012 00:00:00 GMTBy Cydney Posner From the New York Times, an article regarding the furor in Britain over executive pay: The UK has had non-binding say on pay for a number of years, apparently to little effect. Now, investors and the government officials, including two of the country's biggest investors as well as ...http://www.cooley.com/shownewsbrief.aspx?Show=66072Mon, 23 Jan 2012 00:00:00 GMTBy Cydney Posner Following is a link to a Wall Street Journal article discussing new shareholder-activism websites.  According to the article, networks are springing up online to rally investors behind shareholder proposals and candidates. The article reports that some of these proponents...http://www.cooley.com/shownewsbrief.aspx?Show=65999Tue, 10 Jan 2012 00:00:00 GMTBy Cydney Posner In this article, the Wall Street Journal reports on correspondence between the SEC and Verizon regarding a disagreement about the reporting of an award in the summary comp table that, after a lengthy correspondence that started in June and ended in November, resulted in t...http://www.cooley.com/shownewsbrief.aspx?Show=66002Mon, 09 Jan 2012 00:00:00 GMTBy Cydney Posner According to this article in Investment News, the crowd-funding legislation, which raced easily through the House, has stalled in the Senate, "as lawmakers mull whether unsophisticated investors are vulnerable when capital formation occurs online." Apparently, both the House and Se...http://www.cooley.com/shownewsbrief.aspx?Show=66000Sun, 08 Jan 2012 00:00:00 GMTBy Cydney Posner On Friday, the SEC issued Disclosure Guidance: Topic No. 4 regarding disclosure of European sovereign debt exposure.  While this guidance is aimed expressly at financial institutions, other companies that have significant exposure to European sovereign debt may want to review ...http://www.cooley.com/shownewsbrief.aspx?Show=66001Sun, 08 Jan 2012 00:00:00 GMTBy Cydney Posner Yesterday, the SEC also amended its rules to conform the SEC's definition of "accredited investor" to the requirements of Dodd-Frank. http://www.sec.gov/news/press/2011/2011-274.htm  http://www.sec.gov/rules/final/2011/33-9287.pdf  Under the amended rule, the value of an ...http://www.cooley.com/shownewsbrief.aspx?Show=65968Thu, 22 Dec 2011 00:00:00 GMT