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Nicholas Milano Appointed Executive Partner of Holland & Knight's Fort Lauderdale Office

FORT LAUDERDALE, Fla. – Holland & Knight Managing Partner Steven Sonberg has appointed Nicholas "Nick" Milano to serve as Executive Partner of the firm's Fort Lauderdale office. In this new role, Milano will be responsible for management of the office. He will focus his energy and talent on expansion of the office's core practice areas, which include real estate, hospitality, litigation, private wealth services, tax and corporate/M&A.

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Securities & Financial News to Note : Alert - August 25, 2008

This bulletin is published every other week on Monday and is disseminated via electronic mail. It features brief summaries of current legal developments in the SEC/corporate, accounting/tax, banking, litigation, as well as other business and financial service areas when appropriate.

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Securities & Financial News to Note
Alert - May 5, 2008
 
In this Issue...
Shareholder Proposal to Eliminate Classified Board May Not Be Omitted
 
 May 5, 2008
 

In a SEC No-Action Letter, available April 2, 2008, the SEC stated that the registrant may not exclude from its proxy materials for its upcoming annual meeting a shareholder proposal to amend the registrant’s bylaws to eliminate classified three-year terms for directors and instead provide for annual elections of all directors. The SEC staff conditioned its response on the proponent revising the proposal to provide that it will not affect the unexpired terms of directors elected to the board at or prior to the upcoming annual meeting.

Counsel for the registrant argued that the proposal was excludable on numerous grounds under Rule 14a-8 of the Securities Exchange Act of 1934. In particular, counsel argued that the proposal was excludable under Rule 14a-8(i)(1) because the proposed bylaw amendment is not a proper subject for action by shareholders under applicable state law. The registrant’s state law stated that a corporation with at least three independent directors and a class of securities registered under the Exchange Act may, by resolution of the board of directors and without shareholder approval, elect to provide for a classified board of directors. In addition, counsel asserted that the proposal may be excluded under Rule 14a-8(i)(8) because, if adopted as presented, the proposal would have the effect of requiring previously elected directors, whose terms have not expired, to leave the board or stand for re-election prior to the expiration of their terms.

In the No-Action Letter, the SEC staff responded that it was unable to concur with the argument that the proposal could be excluded in reliance on Rule 14a-8(i)(1). However, the SEC staff also stated that there appeared to be some basis for the registrant’s assertion that the proposal could be excluded under Rule 14a-8(i)(8) to the extent it could disqualify previously elected directors from completing their terms. The SEC staff indicated that this defect could be cured if the proposal were revised to provide that it would not affect the unexpired terms of directors elected to the board prior to the upcoming annual meeting.

http://www.sec.gov/Archives/edgar/data/352079/999999999708018143/9999999997-08-018143.paper