TheCorporateCounsel.net

Ever since e-proxy’s implementation has dramatically reduced voter participation rates, practitioners have been trying to figure out new ways to encourage shareholders to vote. Although I don’t think the SEC would like kindly on companies paying shareholders to vote – not necessarily to vote with management, just to vote period to ensure quorum is reached – I’m sure that conversation has been had more than once.

But what might this look like if it was tried? A member emailed in this: I just happened to come across pages 3-4 of this proxy statement for an incorporated village in Alaska that is somehow subject to the securities laws and involved in a contested solicitation. The solicitation offers a chance to win cash prizes for those that send in their proxy including an “Early Bird Special.” Pretty wild.

Green Bay Packers: More Stock Sold

In tune with all my recent blogs about crowdfunding and novel stock offerings comes this article noting that the Green Bay Packers conducted their fifth offering in their 92-year history last week. This offering had to be approved by NFL and it’s good timing considering that the Packers may well go undefeated this year. 28,000 shares were sold in first 2.5 hours at $250 per pop (plus a $25 handling charge). This article notes how this stock has no resale value and thus is bordering on shady…

Alan Singer of Morgan Lewis notes: In connection with its last offering of common stock, the Packers submitted a no-action request, asking the staff to confirm that it would not recommend enforcement action if the Packers sold the stock without registration under the Securities Act or the Exchange Act. (Green Bay Packers, Inc.,11/13/97). The SEC Staff granted the no-action request.

I have not read the most recent offering document, although I noted the following legend on the cover:

COMMON STOCK DOES NOT CONSTITUTE AN INVESTMENT IN “STOCK” IN THE COMMON SENSE OF THE TERM. PURCHASERS SHOULD NOT PURCHASE COMMON STOCK WITH THE PURPOSE OF MAKING A PROFIT.

Two pages back, another legend adds the following:

PARTICULARITY (sic) IN LIGHT OF THE TRANSFER RESTRICTIONS AND REDEMPTION RIGHTS OF THE CORPORATION DESCRIBED IN THIS OFFERING DOCUMENT, IT IS VIRTUALLY IMPOSSIBLE FOR ANYONE TO REALIZE A PROFIT ON A PURCHASE OF COMMON STOCK OR EVEN TO RECOUP THE AMOUNT INITIALLY PAID TO ACQUIRE SUCH COMMON STOCK.

I read the prior offering document when it came out, and my impression at that time was that a loyal fan who read the document would understand that while a purchaser would receive a stock certificate that was suitable for framing, he or she could not expect to get much else out of his or her purchase.

Transcript: “Updating Your Whistleblower Procedures: How to Apply Six Sigma and Lean Methodologies”

We have posted the transcript for our recent webcast: “Updating Your Whistleblower Procedures: How to Apply Six Sigma and Lean Methodologies.”

– Broc Romanek