SEC Urged to Allow Omitting Rival Proposals: Business of Law

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Who says lawyers can’t get along?

Five firms -- Gibson, Dunn & Crutcher LLP; Morrison & Foerster LLP; Sidley Austin LLP; Skadden, Arps, Slate, Meagher & Flom LLP; and Wilmer Cutler Pickering Hale & Dorr LLP -- sent a joint letter to the U.S. Securities and Exchange Commission June 10 to urge the agency to allow a company to exclude shareholder proposals that conflict with those suggested by a company’s management.

The letter suggests that the agency return to its longstanding practice of excluding those proposals.

The focus of the letter is the provision contained in Rule 14a-8(i)(9). Historically, the SEC has interpreted the rule to permit a company to omit a shareholder proposal that is incompatible with one from the company.

The issue arose last year when the SEC initially said it wouldn’t require Whole Foods Market Inc. to hold a vote on a change proposed by a shareholder. That move garnered criticism from some shareholder groups. The SEC in January stepped back and said it wouldn’t express any views on the issue in the proxy season, including that involving Whole Foods.

Lawyers in the five firms, some of whom had high-level roles at the SEC, decided they needed to work in concert to urge the agency to continue to apply the rule as it had in the past.

“The SEC has played a vital role in the shareholder proposal process for years, and for them to bow out was a surprise,” Gibson Dunn partner Ron Mueller said in an interview June 12.

In the letter, the firms said requiring “companies to present multiple proposals on the same topic and limiting shareholders to voting for, voting against or abstaining will create confusion not only for the company’s board, which must then decipher the meaning of these multiple votes, but also for shareholders, who are asked to express their views on an issue but are limited in how they can communicate their views.”

The measured letter asks the agency to return to permitting companies to exclude conflicting proposals. In the alternative, the five firms suggest that the agency undergo a formal rulemaking process and comment period before making any changes.

Sitting out this season led to confusion over approximately 50 proposals, Mueller said.

In addition to Mueller, the lawyers who worked on the letter include WilmerHale partners Lillian Brown and Meredith Cross, a former director of the SEC’s Division of Corporation Finance; Gibson Dunn partners Beth Ising and Lori Zyskowski; Skadden partners Brian Breheny, Marc Gerber and counsel Ted Yu; Morrison & Foerster partner Marty Dunn and Sidley partner Tom Kim, who was associate director of the SEC’s Division of Corporation Finance.

To read the comment letter, click here.

On the Move

Blank Rome Adds Lawyers by Combining With Houston IP Boutique

Blank Rome LLP has expanded in Houston by adding the 24 attorneys from intellectual property firm Wong, Cabello, Lutsch, Rutherford & Brucculeri LLP. The firm specializes in litigation, patent prosecution and trademarks, representing clients in various industries.

The group includes the five name partners, six other partners, four of counsel and nine associates. Professional staff members from Wong Cabello are joining as well.

With the new hires, Blank Rome now has 40 lawyers in its Houston office, which opened in 2011 when the firm combined with Abrams, Scott & Bickley. In 2013, it added the maritime lawyers of Bell Ryniker & Letourneau.

J. David Cabello will serve as co-chair of the firm’s intellectual property and technology group.

Alan Hoffman, Blank Rome’s chairman and managing partner, said in an interview June 12 that the firm set up an office in Houston because of existing clients who had Texas ties. Because the market already has a number of established firms, the firm combined with others who “already had significant clients in the state and who also wanted to align with a bigger firm.”

At 550 lawyers, the firm is setting its sights on the Midwest, Hoffman said.

“We have offices in most of the circumference of the U.S., but there’s a big middle part where we don’t yet have offices,” he said.

Hahn Loeser Adds Litigation Partner in San Diego

Hahn Loeser & Parks LLP hired Rupa Singh as a litigation partner in San Diego. Most recently a senior staff attorney with the U.S. Court of Appeals for the Ninth Circuit, Singh handled civil appeals in areas ranging from employment discrimination to environmental law. She serves as co-chair of the firm’s appellate practice.

Jackson Lewis Expands in Albany, N.Y., With Three New Lawyers

Jackson Lewis PC expanded in Albany, New York, with the addition of shareholders John Higgins and Vincent Polsinelli, both formerly partners in the labor and employment group at Nixon Peabody LLP, and associate Daniel O’Neil, recently an assistant district attorney in Worcester, Massachusetts.

Higgins represents employers in state and federal courts and before administrative agencies in matters including discrimination, harassment and retaliation. Polsinelli also provides preventive counseling and compliance advice to employers in all areas of employment law.

Akerman’s Chicago Office Keeps Growing With Four Litigators

Akerman LLP added four litigators in Chicago. Dean Dickie moved from Miller, Canfield, Paddock & Stone PLC to Akerman as a partner in the litigation practice group, along with commercial litigators and partners Jeffrey Mayer and Catherine Miller from Freeborn & Peters LLP.

Mayer and Miller are also members of Akerman’s restaurant industry group. In addition, Ryan Williams joined as an associate from Miller Canfield.

Proskauer Adds to London Office With M&A Partner

Proskauer Rose LLP added mergers and acquisitions lawyer James Howe as a partner in London. Howe’s work includes cross-border M&A and leveraged buyouts. Howe was previously a partner at Kirkland & Ellis LLP.

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