Sunday, March 8, 2009

Regions Financial

The staff at the Securities and Exchange Commission has denied a "no action" request from Regions Financial relating to proxy access.

"No action" requests are a fairly routine part of regulatory proceedings in such contexts. A company writes to the SEC, saying, "We are thinking about doing A, B, and C," -- can you assure us this would result in no enforcement action?"

The staff's no-action assurance is always heavily qualfied ("given all the facts and conditions as you have outlined them, etc.") and has no precedential significance.

But that Regions Financial sought and failed to receive a no-action assurance in this area is, just possibly, a straw in the wind concerning the post-Madoff, Obama era SEC.

Shareholder activists have sought to get a proxy vote at Regions -- a participant in the government's TARP Capital Purchase Program -- concerning restrictions on executive compensation there. The management wanted to exclude that proposal. Now, though, since the SEC won't promise that it would take no action against them over the exclusion, there will likely be a vote on the proposed compensation restrictions.

Here's a link to the staff's letter.

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