New SEC Position Regarding Proxy Statement Comment Letters

One non-regulatory proxy statement-related development of note is the SEC’s new position on responses to proxy statement comments.  The position was articulated by Shelley Parratt, the SEC’s Deputy Director, Division of Corporation Finance at a November 2009 conference. 

The SEC believes (correctly, in our opinion) that, due to the three-year experience of issuers in dealing with the CD&A and the presence of numerous compliance and disclosure interpretations and released comment letters regarding the CD&A, sufficient guidance has been provided to permit issuers to substantially comply with the CD&A rules.  As a result, after three years of issuing solely “future filings” comments, the SEC expects to begin to require issuers to amend existing filings in response to comment letters.  We advise that issuers that may have taken aggressive positions in past disclosure reevaluate their CD&A in light of the SEC’s position. 


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