Proxy fight tests SEC's new rules easing speech

Article Abstract:

An Oct 1992 proxy fight involving a possible merger between Centel Corp and Sprint Corp gave shareholders a chance to try out the more lenient SEC rules on free speech. These rules state that shareholders do not have to file a formal solicitation with the commission before expressing their views and that they can make their voting intentions on proxy proposals generally known. The new rules may result in more expensive proxy contests because of litigation over disclosure materials that were previously subject to SEC review.

United States. Securities and Exchange Commission, Proxy

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Poison pills redux: what shareholders don't know: a federal judge in Delaware says directors of companies targeted for takeover can override stockholders' wishes

Article Abstract:

Many companies are considering whether to renew expiring poison-pill provisions in the wake of a federal court ruling affirming directors' right to reject offers despite shareholders' wishes. US District Judge Murray M Schwartz held that Wallace Computer Services, by keeping its poison pill in the face of a $1.4 billion offer from Moore Corp, did not offer a 'coercive or preclusive' response. Wallace said its revised business plan showed the offer to be low. Critics say federal securities law contradicts the decision.

Corporate directors, Acquisitions and mergers, Powers and duties, Corporate anti-takeover measures, Antitakeover strategies

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Securities bill leaves Senate panel

Article Abstract:

The Senate Banking Committee approved a securities litigation reform bill on May 24, 1995, that is less broad than the House version but still contains controversial provisions. The controversial provisions include corporate immunity for inaccurate predictions before an initial public offering. The Senate bill does limit corporate immunity for inaccurate performance predictions by stating that liability is still generated if the statements were intentionally misleading.

Securities Dealers, Investment Banking and Securities Dealing, Security brokers and dealers, Interpretation and construction, Corporations, Securities law, Tort liability, Tort liability of corporations

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