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| Fall 2008 |
| As we helped clients renegotiate stock transfer contracts in 2008, some companies asked if they should impose new "performance standards" on their transfer agent. We have a definite (and different) take on installing these devices. |
| Summer 2008 |
| The once quiet stock transfer industry has seen substantial change in the past 15 years, from both a strategic and tactical perspective. We have summarized these various developments in one convenient place. |
| Summer 2008 |
| Deposit/Withdrawal at Custodian, or "DWAC," is the common electronic tool a stock transfer agent uses to move shares from its books, at the direction of the public company it serves, to a shareholder's account at a broker - usually when an option is exercised. Transfer agents have charged a fee for this service (typically $25 - $50), but how and to what party has varied greatly. |
| Spring 2007 |
| An industry mainstay changes form. |
| Fall 2006 |
| Good question! And there are some interesting answers that follow... |
| Summer 2006 |
| Stock transfer is often viewed as a "nuisance" function at corporations; but are these companies missing the point... And the boat? |
| Fall 2009 |
| On August 4, 2009 the Securities Transfer Association (STA), which is the official industry association for U.S. stock transfer agents, petitioned the Securities and Exchange Commission (SEC) to review - i.e., reconsider - its approval on June 30, 2009 of a rule put forward by the Depository Trust Company (DTC), the primary securities clearinghouse in America. The rule would materially toughen the standards of transfer agents, which is probably good, right? |
| Spring 2009 |
| On January 30, 2009 the SEC approved a rule change proposed by the NYSE on October 30, 2008, discontinuing the NYSE's policy of prohibiting listed company transfer agents from charging fees for the issuance of stock certificates. |
| Winter 2009 |
| Issuers should take note of a congressional move in the offing that would require stock transfer agents to capture and report substantially more cost basis information for registered shareholder positions and transactions. And a by-product could be a system "re-tooling" charge passed by transfer agents back to issuers, of a possibly significant amount. |
| Fall 2007 |
| On January 1, 2008 the DRS will be the default, book-entry issuance medium for all shareholdings directly registered on the books of Corporate America, and their transfer agents. A quick review is therefore in order. |
| Summer 2006 |
| U.S. stock exchanges ask SEC to approve changes to listing requirements mandating book-entry issuance of new stock offerings after 1/1/07, and all stock offerings after 1/1/08. |
| Summer 2010 |
| In May 2010, CIBC Mellon – one of only two "mega" stock transfer agents in Canada – indicated its impending exit from the business. Why? The CEO of Canadian Imperial Bank of Commerce (the 50% Canadian owner, with U.S.-based BNY Mellon owning the other half), reportedly said stock transfer is not a sufficiently integral, nor sizable, part of their banking focus...and future. What does this mean for stock transfer service to Canadian companies, and possibly even U.S. companies? |
| Spring 2010 |
| On March 8, 2010 Broadridge Financial Solutions, Inc., the world's largest provider of proxy distribution and tabulation services for investors owning stock through a broker, acquired the stock transfer business of StockTrans, Inc. This is the first time a major new player – not just a major new investor, not just an old player with a brand new name – has entered the stock transfer industry in 10 years, and only the second time in more than 40 years! |
| Summer 2009 |
| On August 3, 2009 the stock transfer business of National City Bank (Cleveland), one of the biggest and best of the country's regional stock transfer providers, was sold by its new parent, PNC Financial Services Group, to Computershare. The list of transfer agent choices for public companies is, as a result, becoming almost uncomfortably short. |
| Summer 2009 |
| In the summer of 2008 rumors started flying about changes in the offing among players in the stock transfer business. The changes did not happen, but it may be instructive to look at what did not transpire both for why it did not, and why it still might. |
| Fall 2007 |
| The list of transfer agents available to Corporate America shrank even further this Summer, when Computershare announced its acquisition of UMB Bank's stock transfer business. |
| Summer 2007 |
| How does this affect the stock transfer landscape? |
| Spring 2007 |
| Consolidation in the industry continues unabated. |
| Winter 2010 |
| On December 16, 2009 the Securities and Exchange Commission issued not one but two press releases announcing significant measures it had approved affecting corporations and investors: one dealing with enhanced disclosure requirements in proxy statements, and the other increasing protections for investors who place money and securities with SEC-registered investment advisers. |
| Summer 2009 |
| On July 1, 2009 the SEC voted 3-2 to amend NYSE Rule 452 eliminating brokers' ability to vote for company directors at shareholder meetings without specific instructions from the underlying shareholder, for meetings beginning in 2010. The premise for this change is director elections, even when uncontested, are not the "routine matters" they were once thought to be. |
| Winter 2008 |
| Much has already been written about Notice & Access as a proxy distribution and tabulation medium. We therefore won't reiterate the rules and regulations surrounding this exciting - and by most accounts quite positive - new methodology for eliciting shareholder votes. But we thought our readers would like to see a few bullets representing some preliminary statistics we found, some caveats and some unintended consequences of "N&A," as we all fully absorb this new concept... |
| Summer 2007 |
| We certainly are in the midst of interesting times on the proxy voting front. |
| Winter 2007 |
| SEC postpones judgment on shareholders nominating board members, but okays proxy material delivery via the Internet. |
| Fall 2006 |
| Director votes will stay "routine" in 2007; so brokers can continue to support them via the "10-day-rule." |
| Summer 2006 |
| NYSE's Proxy Working Group suggests likely change to broker "10 Day Rule" disallowing votes for directors in absence of shareholder instructions. Could affect quorums. Better shareholder communication and education required. |
| Summer 2006 |
| DSPPs are growing in number, albeit slowly. What's good about them for issuers and shareholders? What's holding back their growth? |
| Spring 2009 |
| States like Nebraska, Michigan, North Carolina and Virginia have recently approached corporations via Abandoned Property Experts ("APEX"), demanding audits of "lost" shareholder property kept on the companies' transfer agent books, including what was previously turned over ("escheated") to those states. Is this appropriate? |
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