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New Proxy Statement Guidance

New Proxy Statement Guidance

November 25, 2008

Authored by: Robert Klingler

On November 24, 2008, the SEC and RiskMetrics Group (previously ISS) each published new guidance for public companies seeking authorization of blank check preferred stock.

SEC Guidance

The SEC Guidance is based on the staff’s review of a number of preliminary proxy statements filed by institutions seeking to participate in the TARP Capital program.  (We have provided a list of a number of such proxy statements.)  The SEC guidance is designed to aid financial institutions in preparing proxy statements and provides actual comments the staff has issued in its filing reviews.  For those that have not yet filed, a close review of these comments may reduce the risk of comments in the preliminary proxy process.

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TARP Capital Decliners and Proxy Statements

We have added two new pages to the site for banks looking to see how other bankers are handling certain TARP Capital issues.  (We’ve always found bankers prefer to listen to other bankers rather than lawyers.)

For examples of press releases of banks that have decided to publicly announce that they will not be participating in the TARP Capital program, see our TARP Capital Decliners.

For examples of proxy statements where banks have decided to seek shareholder approval to put in blank check preferred stock, see our TARP Capital Proxies.

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Georgia DBF Waives Approval for Blank Check Preferred Articles Amendment

On October 24, 2008, the Georgia Department of Banking and Finance issued a press release waiving approval of a state financial institution seeking to amend its articles to facilitate the issuance of preferred stock to the U.S. government as part of its participation in the Treasury program.  Shareholder approval is still required, but this news provides some regulatory relief for Georgia banks without holding companies that must amend their articles to provide for blank check preferred stock.

De novo Georgia banks would still be required to submit changes to their business plan for Department review and approval, although such review related to participation in the Treasury program will be expedited.

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