The Archives

Everything written by Bill Sjostrom on law, economics, and more

Directors skip Home Depot’s annual shareholders’ meeting.

According to today’s W$J (see here), only a single director (the Chairman and CEO) attended Home Depot Inc.’s recent annual shareholders’ meeting, and he refused to answer questions as to why the other directors were not there. A commentor to this post about Halliburton’s annual shareholders’ meeting asserted that “[t]he purpose of the meeting is ... Directors skip Home Depot’s annual shareholders’ meeting.

Martha Stewart to Fight Civil Insider Trading Charges

As Lisa Fairfax notes over at the Glom (see here), Martha Stewart has decided to fight the civil insider trading charges filed against her by the SEC in June 2003 (more here). The complaint had been stayed pending resolution of the related criminal proceedings. With those proceedings resolved, the SEC lifted the stay last month. ... Martha Stewart to Fight Civil Insider Trading Charges

Vonage IPO flop magnifies FWP snafu.

As you’ve probably heard, Vonage’s IPO was a flop. It closed down 12.6% from its IPO price of $17. This represented the weakest first day performance of an IPO in nearly two years. It also greatly magnifies the apparent technical violations of the Securities Act I blogged about yesterday (see here). As Voange disclosed in ... Vonage IPO flop magnifies FWP snafu.

Update on Majority Voting for the Election of Directors

Following up on two earlier posts (here and here), the proposed changes to the Delaware Code re: majority voting are now available here. Also, the Chicago law firm Neal Gerber LLP has updated its majority voting survey of companies (see here).

Vonage commits technical violation of Securities Act

I blogged earlier about Vonage taking advantage of recently liberalized SEC rules that allow the use of written marketing materials during the IPO waiting period (see here). Specifically, they emailed a letter to their customers regarding a directed share program. They then followed up the letter with a voicemail blast (see here). All this is ... Vonage commits technical violation of Securities Act

News Flash: Mutual fund investors don’t read prospectuses!

The Investment Company Institute (ICI), the mutual fund industry trade organization, recently published a survey entitled “Understanding Investor Preferences for Mutual Fund Information.â€? Click here for the survey and here for an ICI press release with highlights of the survey. Here’s some the findings: Mutual fund investors focus primarily on fees, historical performance, and risk ... News Flash: Mutual fund investors don’t read prospectuses!

Shareholder vs. Stockholder

Along the lines of the last paragraph of this post, when I was a second year law firm associate I drafted a brilliant “Comparison of Rights� section for an S-4 registration statement as required under Reg S-K, Item 1004(a)(2)(v). The section compared the rights of owners of common stock under Minnesota law and Delaware law. ... Shareholder vs. Stockholder

Update on Lawsuit Challenging PCAOB

Recall that in February the Free Enterprise Fund filed a suit claiming that the Public Company Accounting Oversight Board (PCAOB) established under Sarbanes-Oxley violates the appointments clause of the Constitution, among other provisions (see here and here). PCAOB filed a motion to dismiss this week. Click here for details.

Xinha Here!–A must download for blog commentors

Elizabeth’s latest post reminded me that I’ve been meaning to blog about an add-on for Mozilla Firefox. It’s called Xinha Here! and you can download it for free here. It’s great for blog commentors because it allows you to add hotlinks to your comments on any blog without having to even know what HTML is. ... Xinha Here!–A must download for blog commentors

Lexis once again has a full-text Wall Street Journal database.

I just received the following email from one of our librarians. Good news – The Wall Street Journal is again available in full text on Lexis!  Coverage goes back as far as 1985.  For awhile, we were not able to access the full WSJ via Lexis, but coverage has been completely restored. This really is ... Lexis once again has a full-text Wall Street Journal database.

Bogle Blog

John Bogle, the founder of the Vanguard mutual fund company and pioneer of indexing has launched a blog called The Bogle Blog. I’ve long been a Bogle fan and have owned shares in Vanguard’s S&P 500 index fund for over a decade. Welcome to the blogosphere Mr. Bogle!

SEC announces planned Sarbanes-Oxley 404 improvements

Click here for the SEC’s press release with the details. Note that there is no mention of exempting small companies from SOX 404 compliance although the compliance date for non-accelerated filers will once again be extended. The release, however, implies that this will be the last extension and charaterizes it as short. At the latest, ... SEC announces planned Sarbanes-Oxley 404 improvements