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Martin Rosenbaum Quoted in Compliance Week Blog

September 17, 2010

Martin Rosenbaum, member of Maslon's Business and Securities Team, is quoted in the Compliance Week "The Filing Cabinet" blog in a post titled "Proxy Access Rules Effective Nov. 15 - Who's Affected?" The post covers changes to the federal proxy rules, adopted by the SEC on August 25, that allow shareholders to nominate directors.

"If the company has a Dec. 31 fiscal year end, then it has a chance of avoiding the rule for the 2011 proxy, but many companies (probably most) will be subject to the rule," says Marty. "It's a really mixed bag." He also noted that based on their mailing dates, companies including General Electric, US Bancorp and Citigroup, won't be subject to the rule in 2011, while Wells Fargo, JP Morgan Chase, Goldman Sachs and United Health Group will.

"My guess is that most activist shareholders will wait for a year or two to determine the effectiveness of Rule 14a-11 before they start to push for changes in particular companies' bylaws," continues Marty. "The late date of adoption of these rules makes it even likelier that shareholders will wait."

The article reminds readers that the rules apply to all Exchange Act reporting companies, including investment companies, except debt-only companies and foreign private issuers. Smaller reporting companies (as defined in 17 CFR 240.12b-2) aren't subject to Rule 14a-11 until three years after the effective date.

Marty has more than 25 years experience advising public and privately held companies on securities and corporate matters. He regularly advises public companies of all sizes regarding preparation of public reports and proxy statements, public disclosures, insider trading, securities regulatory compliance, corporate governance matters, executive compensation and stock plan issues. Marty was named a "Leading Individual" in Minnesota in Corporate/M&A by Chambers USA in 2007, 2008 and 2009, and is also the founder of ONSecurities, a unique legal blog addressing securities, governance and compensation issues currently facing public companies.

To view the full text of Marty's comments, go to: "Proxy Access Rules Effective Nov. 15 - Who's Affected?"


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