Providing Legal Services to Emerging Growth Companies
The Stoecklein Law Group is dedicated to providing corporate and securities legal advice to emerging growth companies.
At the Stoecklein Law Group we take great pride in our commitment to our client and to the achievement of our client's objectives.
Current Publications
June 3, 2004-SEC Comments to Proposal Pertianing to Release Nos. 33-8407 and 34-49566.
May 14, 2004-SEC Commission approves Public Accounting Oversight Board Auditing Standard No. 1.
March 16, 2004-Stoecklein Law Group Comments to the "Amendments to the Penny Stock Rules"
February 25, 2004-SEC Announces Extension of Compliance Dates Regarding Internal Control Over Financial Reporting Requirements.
October 29, 2003-SEC Proposes Rule Relating to Short Sales.
August 6, 2003-SEC Proposes New Rules Relating to Director Nomination Process and Shareholder Communication with Directors.
July 22, 2004-New EDGAR Changes announced by SEC.
July 15, 2003-SEC Releases Staff Report on Proxy Review Process.
June 5. 2003-SEC Adopts Final Rules Regarding Reports on Internal Controls and Filing Requirements for Section 302 and 906 Certifications.
May 7, 2003-SEC Requires Electronic Filing and Website Posting of Section 16 Reports.
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Newest Alert
Wednesday, November 19, 2003
SEC Adopts Rules on Disclosure of Nominating Committee Functions and Communications Between Security Holders and Boards of Directors
Washington, D.C., Nov. 19, 2003 — At an open meeting today the Securities and Exchange Commission adopted rules that will improve disclosure to investors regarding the nominating committee processes of public companies and the ways by which security holders may communicate with directors at the companies in which they invest. These rules implement recommendations made by the Division of Corporation Finance to the Commission in its July 15 Staff Report: Review of the Proxy Process Regarding the Nomination and Election of Directors.
The disclosure requirements adopted today will enhance significantly the transparency of the nominations and communications processes of public companies and are the next step in the implementation of the recommendations in the Staff Report. The Commission has solicited public comment on other rule proposals that would implement recommendations in the Staff Report regarding the inclusion of disclosure of security holder nominees in company proxy materials.
The new disclosure standards require companies to disclose important additional information regarding a company's process of nominating directors, including:
whether a company has a separate nominating committee and, if not, the reasons why it does not and who determines nominees for director;
whether members of the nominating committee satisfy independence requirements;
a company's process for identifying and evaluating candidates to be nominated as directors;
whether a company pays any third party a fee to assist in the process or identifying and evaluating candidates;
minimum qualifications and standards that a company seeks for director nominees;
whether a company considers candidates for director nominees put forward by shareholders and, if so, its process for considering such candidates; and
whether a company has rejected candidates put forward by large, long-term security holders or groups of security holders.
The new disclosure standards also require companies to disclose significant, new information regarding shareholder communications with directors, including:
whether a company has a process for communications by shareholders to directors and, if not, the reasons why it does not;
the procedures for communications by shareholders with directors;
whether such communications are screened and, if so, by what process; and
the company's policy regarding director attendance at annual meetings and the number of directors that attended the prior year's annual meeting.
Chairman William Donaldson said, "The Commission today continued its efforts to improve the proxy process as it relates to the nomination and election of directors. The disclosure required by these new rules will improve the transparency of the director nomination process and means by which shareholders can work with directors at their companies. This transparency will lead to improved shareholder understanding of these processes."
To review the entire SEC Release No, 2003-160
Disclaimer. Terms of Service. Last updated: August 19, 2003
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