Misplaced Pages

#585414

22-466: The Williams Act amended the Securities and Exchange Act of 1934 (15 U.S.C. § 78a et seq.) to require mandatory disclosure of information regarding cash tender offers. When an individual, group, or corporation seeks to acquire control of another corporation, it may make a tender offer. A tender offer is a proposal to buy shares of stock from the stockholders for cash or some type of corporate security of

44-636: A dissident form. In 2016, the SEC proposed a rule requiring a "universal" proxy card so that shareholders could vote on a mix of candidates, which as of 2019 had not passed. Prior to 2009, companies in the United States were required to send proxy materials via postal mail, but following a rule change effective in 2009, companies, can handle voting electronically. According to one study, about 31% of voting happened electronically in 2019. One major vendor, Computershare , reported that 27% of votes occurred on

66-432: A proxy access rule. According to one estimate, retail investors voted 46% of the time between 2011 and 2016. According to a 2013 estimate, between 23 and 38% of stocks are held directly, compared to 20% held by mutual funds and 16% held by pensions. When retail investors own stock via investment funds such as mutual funds , the investor cannot vote the shares as the investment manager has that power. Regulation 14A

88-499: A sum of around £40m. In January 2012, Computershare acquired Shareowner Services (Stock Transfer Sector) from Bank of New York Mellon (BNYM) for a sum of around $ 550 Million. In June 2013, Computershare Limited completed the acquisition of the EMEA–based portion of Morgan Stanley's Global Stock Plan Services business. Computershare and the firm SETL began collaborating on a blockchain project in 2016. In Nov. 2017, Georgeson LLC,

110-593: A unit of Computershare Ltd, paid $ 45 million to resolve claims by US prosecutors that it had used bribes to obtain confidential information. The Louisville office of Computershare had 650 employees in May 2018. In Nov. 2018, the chairman of Computershare was Simon Jones. Stuart Irving was CEO. On 12 November 2018, it completed acquisition of Equatex Group Holding AG, formerly European shares plan business of UBS . The deal had been announced on 16 May 2018. All 220+ employees were expected to transfer to Computershare as part of

132-471: Is the set of rules around proxy solicitations while Schedule 14A sets rules for the proxy statement. Computershare Computershare Limited is an Australian stock transfer company that provides corporate trust , stock transfer, and employee share plan services in many countries. The company currently has offices in 20 countries, including Australia , the United Kingdom , Ireland ,

154-632: The Royal Bank of Scotland 's registrar department. In subsequent years, it expanded its business into Ireland, South Africa, and Hong Kong. In 2004, Computershare acquired the stock transfer sectors of Harris Bank and Montreal Trust and purchased the German-based Pepper Technologies AG. Since 2004, Computershare has acquired registry companies in Russia and India. In 2005, it acquired Equiserve. In 2006 it bought

176-464: The U.S. Securities and Exchange Commission . This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors. The statement includes: SEC proxy rules: The term "proxy statement" means the statement required by Section 240.14a-3(a) whether or not contained in a single document. In many cases, shareholder votes—particularly institutional shareholder votes—are determined by proxy firms which advise

198-737: The United States , Canada , the Channel Islands , South Africa , Hong Kong , New Zealand , Germany , and Denmark . Computershare Limited was founded in 1978 in Melbourne , Australia , and has grown largely through overseas acquisitions. In 1997, the Australian-based Computershare expanded its registry business to include financial markets in New Zealand and the United Kingdom and acquired

220-608: The SEC the power to regulate the solicitation of proxies, though some of the rules the SEC has since proposed (like the universal proxy) have been controversial. There has been some controversy over "proxy access" which is a method to allow certain shareholders to nominate candidates which appear on the proxy statement. Historically, only the nominating board can place candidates on the proxy statement. Activist investors typically had mailed their own ballots when running competing candidates. The United States Dodd–Frank Wall Street Reform and Consumer Protection Act specifically allowed

242-654: The SEC to rule on this issue. In 2010, the SEC passed a rule which allowed certain shareholders to place candidates on the proxy statement; however, in Business Roundtable v. SEC the rule was struck down by the United States Court of Appeals for the District of Columbia Circuit in 2011. Beginning in 2015, proxy access rules began to spread driven by initiatives from major institutional investors, and as of 2018, 71% of S&P 500 companies had

SECTION 10

#1732787162586

264-471: The Williams Act has become tricky. This development came to a head in 2008 over the railroad company CSX Corporation . Proxy statement A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A (Definitive Proxy Statement), with

286-437: The acquiring company. Since the mid-1960s, cash tender offers for corporate takeovers have become favored over the traditional alternative, the proxy campaign . A proxy campaign is an attempt to obtain the votes of enough shareholders to gain control of the corporation's board of directors. Because of abuses with cash tender offers, Congress passed the Williams Act in 1968, whose purpose is to require full and fair disclosure for

308-652: The acquisition. On March 23, 2021, Computershare acquired Wells Fargo Corporate Trust business for $ 750 million in the United States. Around 2,000 employees transferred to Computershare. In Feb. 2023, Computershare called for an investigation into the exchange ASX for an alleged conflict of interest concerning the CHESS project, which had collapsed in Nov. 2022. It acquired SunDoc Filings in Sacramento, California in May 2023. Computershare Governance Services at that time

330-401: The benefit of stockholders, while at the same time providing the offeror and management equal opportunity to fairly present their cases. The act requires any person who makes a cash tender offer (which is usually 15-20% in excess of the current market price) for a corporation, that is required to be registered under federal law, to disclose to the federal Securities and Exchange Commission (SEC)

352-410: The most part, governed by Rule 452. The SEC approved the rule on July 1, 2009. In July 2010, the SEC announced that it was seeking public comment on the efficiency of the proxy system. In contested elections for the board of directors , shareholders typically have to vote using either the management form ("card") listing management candidates or separately listing the contesting candidates in

374-549: The securities are traded, making the information available to shareholders and investors. The law also imposes miscellaneous substantive restrictions on the mechanics of a cash tender offer, and it imposes a broad prohibition against the use of false, misleading, or incomplete statements in connection with a tender offer. The law gives the SEC the authority to institute enforcement lawsuits. In recent years, as complicated forms of derivatives bearing upon but not actually constituting corporate stock have become common, interpretation of

396-660: The shareholder management services from National Bank of Canada . In July 2007, Computershare acquired Datacare Software Group and its products GCM and Boardworks. Currently known as Computershare Governance Services and its main product GEMS. In February 2008, Computershare announced a cash takeover offer for Australian mailhouse group QM Technologies Limited. In September 2008, Computershare bought Lichfield based Childcare Voucher Services business called Busy Bees. The name has been re-branded to Computershare Voucher Services or CVS. In February 2010, Computershare acquired HBOS Employee Equity Solutions from Lloyds Banking Group for

418-483: The shareholders. Traditionally, broker-dealers have been permitted to vote for "routine" proposals on behalf of their shareholders if the shareholders do not return the proxy statement. This has been controversial, and in 2006 the NYSE Proxy Working Group recommended that the rules, e.g. Rule 452, be modified so that uncontested director elections were not considered routine. Broker voting is, for

440-511: The source of the funds used in the offer, the purpose for which the offer is made, the plans the purchaser might have if successful, and any contracts or understandings concerning the target corporation. Filing and public disclosures with the SEC are also required of anyone who acquires more than 5 percent of the outstanding shares of any class of a corporation subject to federal registration requirements. Copies of these disclosure statements must also be sent to each national securities exchange where

462-433: The web in 2017. Broadridge is another major vendor. Voting is important for corporate governance , but many of the votes are cast by institutional shareholders, including many who are passive investors. These organizations use proxy advisory firms , notably including Institutional Shareholder Services and Glass Lewis , to help them vote their shares in a responsible way. The Securities Exchange Act of 1934 also gave

SECTION 20

#1732787162586

484-585: Was a subsidiary of Computershare Ltd., which was based in Melbourne, and was still traded on the Australian Securities Exchange and had 14,000 employees. It also had operations in around 20 countries after various acquisitions. In Oct. 2023, the company sold its mortgage services unit to Rithm Capital in the U.S. for US$ 720 mln. On April 25, 2024, Computershare announced that it had agreed to acquire BNY Trust Company of Canada,

#585414