Press Room
Stock Transfer – General
Spring 2024Should smaller public companies think twice about doing spin-offs?
It is an interesting question, when weighed against the recent comments made by Timothy Quast, President of ModernIR, who gave us permission to repeat his comments here: Small caps should not do spin-offs. This gets to the heart of understanding what “the money” buys today, and how investor relations professionals add value in the C-Suite and Boardroom. The S&P 500 is roughly 87% of market cap.
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Winter 2023Will Artificial Intelligence be used by U.S. Stock Transfer Agents?
Yes and no. First one must distinguish between AI and “Generative AI.” If simple AI is defined as (or is the de facto equivalent of) the automated, electronic performance of a simple task, then yes – transfer agents (TAs), the larger ones anyway, do this and have done so for years. We can think of many TA functions where a computer takes in a client company or shareholder request, “processes” it and produces a corresponding answer or action.
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Spring 2023U.S. stock transfer agents – room for more?
The short answer is YES. Unarguably, the U.S. marketplace is dominated already by Computershare, the soon-to-be-blended EQ and AST, Broadridge and Continental Stock Transfer. And there are some quality smaller agents out there like ClearTrust, Securitize and, making a foray now into the U.S. from Canada via Minnesota, Odyssey Trust Company. But that does not preclude newcomers making a go of it.
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Fall 2022ESG at Stock Transfer Agents
Since ESG has been an issue in business for years now, and should grow in importance even while it evolves, we thought we should share some thoughts on how U.S. stock transfer agents (TAs) seem to be addressing it. Starting with environmental, by and large TAs leave a minimal carbon footprint relative to the broad reach and importance of their functionality. They are heavy users of technology, with more and more of their work being taken out of the hands of human beings.
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Fall 2020There are VSMs and VBMs – Why not VCABs?
In this year of Covid-19 most companies went to a virtual shareholder meeting (VSM), and many if not most could do it again in 2021 – and beyond. VSMs match up conceptually with virtual board of director meetings (VBMs), the origins of which pre-date VSMs because board members of large corporations like multi-nationals have often, if not regularly, required remote access accommodation for directors, and even senior executives, needing to stay thousands of miles away for the meeting. What strikes us as a logical off-shoot of VSMs and VBMs is virtual client advisory board meetings (VCABs).
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Summer 2020Poison Pills in the Pandemic
If a company contemplates a poison pill (essentially a rights plan) it should get its stock transfer agent involved well before implementation.
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Spring 2020Coronavirus Impact on Stock Transfer Agents
We canvassed some of the largest stock transfer agents in the U.S. and, coupled with our own observations, came up with this list of the most significant effects on the stock transfer industry that Covid-19 is having.
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Winter 20202019 was a great year for Computershare
As the largest U.S. stock transfer agent by far in terms of corporations and shareholders served – indeed, it is the largest globally as well – Computershare has spent several years fully assimilating its acquisitions of the BNY Mellon and Registrar & Transfer Co. businesses, and attending somewhat quietly to its impressive core competencies. As the super-tanker in its ocean it has also had to fend off piratical efforts by several competitors, generally with good success although it lost some “name” clients in recent years to predators like Wells Fargo (now EQ Shareowner Services) and Broadridge. In 2019, it was pay-back time.
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Fall 2019Stock Transfer Agent Revenue – The Other Sources
Transfer agents are good at getting paid for their work. Better than you might think. Most corporations do not realize how much extra revenue transfer agents bring in beyond the fees and even expenses presented in their monthly invoices. This is OK, but bears watching.
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Fall 2018Blockchain – Coming to a Transfer Agent Near You?
Very likely someday. But not tomorrow. Nor next year. Maybe within a decade. Blockchain, the distributed ledger-based transaction and record keeping medium, is definitely off the ground (in part due to Bitcoin), but it will probably hover only just above the ground for quite some time – for stock transfer agents anyway.
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Spring 2018Cyber-Security Practiced by Stock Transfer Agents
Stock transfer agents must take data protection and cyber-security very, very seriously given the millions of shareholder records they manage.
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Summer 2017Continental Stock Transfer Changes Systems and Moves Offices
Continental Stock Transfer, the nation’s fourth largest stock transfer agent, recently took two key steps. It changed its underlying record keeping system from SunGard’s CSSII to TS Partners’ TranStar platform, and it moved its New York City headquarters from 17 Battery Place to 1 State Street Plaza.
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Summer 2017American Stock Transfer Rededicates and Re-brands
American Stock Transfer and Trust Company has had an interesting 12 months, weathering a period in which its Australian private equity firm owner (Pacific Equity Partners, or PEP) retained Barclays’ U.S. investment banking team to explore an exit by PEP from its relatively long 8-year investment in AST – via IPO or outright sale. At the end of the day PEP cancelled these plans and rededicated itself to AST, enhanced by a recent AST re-branding campaign.
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Spring 2017How Healthy is the U.S. Stock Transfer Industry in 2017?
Short answer: fairly healthy. Like most industries there is good news and bad news. To some extent service providers’ fortunes are affected by economic cycles, regulatory changes, political parties in power and the like. But stock transfer seems to be influenced more by deeper issues, and longer lasting trends.
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Winter 2017Good on Ya, Transfer Agents!
Sound Australian? It should. While not news to industry insiders, stock transfer services provided to roughly two thirds of America’s listed public companies and over half their registered shareholders are by Australian-owned entities. What is the significance of this? Is U.S. shareholder recordkeeping being “stolen away” by foreigners?! Hardly.
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Fall 2016SEC Continues Transfer Agent Audits
If you have wondered who primarily regulates stock transfer agents (TAs) operating in the United States, it is the Securities and Exchange Commission (SEC). The SEC licenses a TA upon the latter’s submission of an acceptable TA-1 form, and the SEC annually monitors the TA through the latter’s submission of acceptable TA-2 activity reports. The SEC also performs random audits of TAs, especially those reporting any unusual TA-2 activity or which the SEC suspects are exposed to unusual risk or otherwise not in full regulatory compliance.
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Spring 2016Computershare Makes Strategic Move to Louisville
Computershare, the largest stock transfer agent in the U.S. and the world, is moving most of its core U.S. operations from Canton, Massachusetts (a suburb of Boston) to Louisville, Kentucky. While it is a step driven largely, and logically, by the desire to reduce cost, it also enables Computershare to tap into a well-educated and highly motivated labor pool, and reflects how technology and telecommunications make it no longer necessary to headquarter sophisticated financial services in money center locations.
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Winter 2016Transfer Agents Focus on Cyber-Security
Transfer agents are focusing more and more on cyber-security, to prevent data hacking and promptly respond in the event of a breach.
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Spring 2015A Quick Word on the Virtue of Stock Transfer Agents
We saw a couple of fraud cases arise not long ago against transfer agents, resulting in speculation the SEC would crack down more on this arcane industry in 2015 or 2016. Our preliminary reaction to such noise (sorry, news) is a couple of bad apples do not represent the orchard – not even a little; indeed, if any industry does not experience a “violation” from time to time, how can it represent the real world?
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Winter 2015Sales Tax on Stock Transfer Service?
We at Shareholder Service Solutions routinely see how corporations are charged for their stock transfer service. Indeed, we have viewed thousands of individual company invoices from transfer agents over a 27 year period. The charges are always split between fees for services rendered, and expenses to cover the transfer agent’s out-of-pocket costs – or at least, what are supposed to be out-of-pocket costs. Sometimes agents get a little creative in the “expense pass-through” area.
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Spring 2014In-House Stock Transfer Going Away? Not So Fast.
SunGard, the largest recordkeeping software provider for companies still performing their own stock transfer work, has not stood idle while commercial transfer agents moved away from legacy mainframes to web-based systems in recent years. SunGard has introduced its “Stream Transfer Agency” solution, to replace the CSSII platform, and plans to achieve the conversion for most CSSII clients by the end of this year.
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Winter 2014Recent Transfer Agent Surveys – What Do They Tell Us?
Not too much, unfortunately. When industry experts and issuers shared their observations about the 2013 “results” with us, we (and they) concluded that the information is questionable at best, and meaningless at worst.
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Spring 2013Stock Transfer RFPs – Do’s and Dont’s
Given many recent service provider changes in the stock transfer industry – like Computershare and BNY Mellon merging, and Broadridge joining the fray – companies are pursuing more Request for Proposal exercises. (Or, they are having us do a Shareholder Services Check-Up® on their stock transfer contract and invoices.) The RFP process can be a minefield for the uninitiated, so to be helpful we put together the following list.
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Spring 2012More Stock Transfer Agent Developments as 2012 Unfolds
The U.S. stock transfer business had an eventful winter that we felt we should summarize for our readers. The biggest news was approval of the BNY Mellon and Computershare merger by the U.S. Department of Justice on November 8, 2011, and the signing of the actual merger agreement on December 30, 2011. This will give the “New Computershare (USA)” approx-imately one third of the listed public companies and two thirds of the registered shareholders in Corporate America.
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Fall 2011What Have Stock Transfer Agents Been Up To in 2011?
Quite a bit, although mostly behind the scenes. The group of 7 – 10 major commercial agents have been polishing their “cost basis” functionality, newly required by the IRS at the beginning of this year for straight-forward stock transfers. Starting on January 1, 2012 dividend reinvestment and direct stock purchase plan transactions, and resulting records, will also have to contain new cost basis information, followed on January 1, 2013 by options and debt security issues.
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Fall 2008Stock Transfer Performance Standards Recently Touted, But Are They Worth the Trouble?
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.
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Summer 2008Stock Transfer “Happenings”
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.
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Summer 2008Battle Brewing Between Brokers and Transfer Agents on DWACs?
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.
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Spring 2007ADP-ICS Becomes Broadridge
An industry mainstay changes form.
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Fall 2006“Bank-Hosted” or “Independent” Stock Transfer Agent – What’s the Difference??
Good question! And there are some interesting answers that follow…
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Summer 2006Stock Transfer – Obligation or Opportunity?
Stock transfer is often viewed as a “nuisance” function at corporations; but are these companies missing the point… And the boat?
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Transfer Agent Mergers & Acquisitions
Fall 2021AST and EQ Being Acquired
Big news this summer: Stock transfer agents AST and EQ Shareowner Services are being acquired by New York private equity firm Siris Capital Group sometime before the end of 2021. This could be great for many reasons, especially for AST and EQ clients.
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Fall 2017Wells Fargo Sells its Stock Transfer Business
In an industry that has already experienced many “jolts” in recent years, Wells Fargo Shareowner Services, the only remaining bank-hosted stock transfer agent of consequence in the U.S., announced on July 12, 2017 that it is selling its business to Equiniti Group plc, headquartered in London, for approximately $227 million. The deal should close in 4Q17 or 1Q18, pending expected regulatory approval. This event is significant for many reasons, and happily not significant for several others.
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Fall 2015SunGard Being Acquired by Fidelity National Information Services (FIS)
In August 2015 it was announced that FIS will acquire long-time transfer agent service provider SunGard in a $9.1 billion cash and stock deal, before year-end, subject to regulatory approval which we expect will be quick. While this looks like the loss of yet another iconic, independent player in the steadily shrinking stock transfer industry, it is actually not – and is arguably a positive development – for several reasons.
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This deal, announced on 6-10-15, continues the overall pattern of consolidation in U.S. stock transfer. It troubles us to see the number of industry players shrink further, but as transactions go this one made a lot of sense – for a number of reasons.
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Spring 2015Canadian Duet
With Australian-based Computershare’s recent announcement it will buy Valiant Trust Company from Canadian Western Bank, the almost exclusive handling of stock transfer service in Canada by Computershare and CST Trust Company is now secured. That is because in 2013 Computershare bought the other super-regional Canadian transfer agent, Olympia Trust Company; and, since CST (formerly CIBC Mellon) is owned by Pacific Equity Partners (PEP), also out of Australia, that means 95%+ of Canadian registered shareholders will be served by companies based “down under.”
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Fall 2014Notable Shareholder Service Developments in 2014…So Far
2014 has been an interesting year in a quiet but meaningful way. Nothing as dramatic as a #1 service provider buying a #2, or an industry-rattling regulatory change. But still, much has happened that corporate secretaries and investor relations practitioners need to know.
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Summer 2014D.F. King Bought by American Stock Transfer
This transaction announced in late May is significant in many ways, saying a lot about the state of proxy solicitation and not a little about the stock transfer industry too. It could be the precursor to similar deals, for related reasons.
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Spring 2014Registrar & Transfer Company Bought by Computershare
While smaller stock transfer agents have been gobbled up by larger ones for years, Computershare’s acquisition of Registrar & Transfer Co. (“R&T”) announced on May 1, 2014 surprised us a little – not so much because it happened, but because it happened now.
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Summer 2011Computershare to Acquire BNY Mellon Shareowner Services
On April 27, 2011 Computershare announced it will acquire BNY Mellon Shareowner Services, subject to regulatory approval. As frequent visitors to this site have read over the years, the number of transfer agents operating in the U.S. today is shrinking steadily. The magnitude of this latest reduction, however, dwarfs all others.
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Fall 2010New “PEP” in Canada’s Step!
Following up on our summer 2010 article, CIBC Mellon did indeed sell its stock transfer business – to Pacific Equity Partners (“PEP”) of Australia. We predicted this possibility, for a number of logical reasons.
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Summer 2010Uh Oh, Canada!
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?
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Spring 2010New Blood in the Stock Transfer Industry…Finally!
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!
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Summer 2009Stock Transfer Agent Disappearing Act Continues
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.
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Summer 2009Stock Transfer in 2008/2009 – What Didn’t Happen
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.
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Fall 2007Computershare Gobbles Up Another Stock Transfer Agent: UMB
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.
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Spring 2007Computershare Acquires Yet Another U.S. Stock Transfer Agent
Consolidation in the industry continues unabated.
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Summer 2007How will the impending merger of Bank of New York and Mellon affect the stock transfer landscape?
How does this affect the stock transfer landscape?
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Rule and Regulation Changes
Summer 2023Are SPACs Dead? Or Just Wounded?
We think the latter. The concept behind Special Purpose Acquisition Companies is sound and, of course, perfectly legal. Taking a “shell” company public in anticipation of it acquiring a private company, thereby avoiding most of the work and related cost of a traditional IPO (including underwriting), has been an approach used in business since 1993. Well over 1,000 SPACs have been listed on major U.S. stock exchanges so far with, interestingly, Continental Stock Transfer & Trust Company handling the vast majority of them as trustee and transfer agent.
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Spring 2022Data Protection – GDPR is No Joke
Further to our Summer 2018 article on the European Union’s General Data Protection Regulation (GDPR), we have now had a chance to see if the EU is actually enforcing it. The conclusion: You bet it is! Indeed, fines imposed on the two dozen most culpable violators have exceeded $1.6 billion!
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Winter 2021Home Run and Foul Ball at the SEC
2020 saw an interesting event and, happily, non-event at the SEC. The event or home run was the July approval of new regulations on proxy advisory firms, which takes away some of what many have considered an abuse of power by the likes of ISS and Glass Lewis over Corporate America. The non-event or foul ball was the failed attempt by institutional investors to raise the threshold for their quarterly disclosure of holdings on Form 13F from $100 million under management to $3.5 billion.
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Fall 2018Blockchain – Coming to a Transfer Agent Near You?
Very likely someday. But not tomorrow. Nor next year. Maybe within a decade. Blockchain, the distributed ledger-based transaction and record keeping medium, is definitely off the ground (in part due to Bitcoin), but it will probably hover only just above the ground for quite some time – for stock transfer agents anyway.
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Summer 2018General Data Protection Regulation (GDPR)
On May 25, 2018 this regulation was implemented by the European Union, codifying the legal rights of EU residents relating to the maintenance of their personal data privacy – including on the books of recordkeepers outside the EU.
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Fall 2013Uncashed Dividend Checks – New SEC Regulation
Without a lot of fanfare the SEC added a new regulation in 2013 requiring paying agents to send a notice to shareholders who do not cash dividend checks within seven months of mail date. While yet another government rule to deal with, this one makes sense to us – and also reflects a special effort by the SEC to get it right the first time.
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Fall 2013More Transfer Agent Risk Assessment by the SEC
Prompted by Dodd-Frank, the SEC added scrutiny of stock transfer agents to its “Examination Priorities” list for 2013. In this article we summarize those areas on which the SEC is focusing.
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Winter 2013More Tax Regulations – FATCA
Enacted in 2010 as part of the Hiring Incentives to Restore Employment (HIRE) Act, the Foreign Account Tax Compliance Act, or FATCA, is intended to prevent tax evasion by certain U.S. investors holding financial assets offshore. It essentially requires foreign financial institutions that hold investments for U.S. clients to relay information to the IRS about their investors which they never had to before.
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Winter 2012Cost Basis for Stock Transfer Agents – A Year Later
January 1, 2012 marked the first full year stock transfer agents in the U.S. had to capture additional “cost basis” information on shareholder transactions and related record keeping pursuant to Section 403 of H.R. 1424, known as the Emergency Economic Stabilization Act of 2008. It was a challenge to implement in 2010 and 2011, and will be a continuing compliance challenge in 2012 and beyond.
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Winter 2011The Basis for “Cost Basis” Assessments
Our early warning that 2008 TARP legislation would cause major stock transfer systems re-tooling in the U.S., to capture additional stock valuation data (generally known as “cost basis”), has proven true. And, as also projected, a number of U.S. transfer agents are assessing clients one-time fees to cover the related software development. It is an interesting situation, which bears watching.
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Fall 2009STA Unhappy with DTC over Rule Making
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?
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Spring 2009Certificate Issuance Will Cost More
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.
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Winter 2009New Cost Basis Reporting – Coming to a Transfer Agent near You?
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.
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Fall 2007Direct Registration System – A Final Word Before Full Implementation
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.
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Summer 2006Book-Entry Shares Mandated By Year-End!
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.
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Proxy and Annual Meeting Issues
Winter 2023Proxy Season 2023 – Prepare, Prepare, Prepare
This title is a common refrain for public companies, and it never loses importance. So, we provide here a number of things we think companies should pay particular attention to in 2023.
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Spring 2022Protect the Stupid Question!
We are a big fan of virtual shareholder meetings (VSMs), but one criticism raised by proxy advisors, activist investors and VSM naysayers in general is the apparent practice of some companies to omit questions input by shareholders into the VSM online platform which management does not want to answer, judging the question “inappropriate.” We think such posture is short-sighted, for a number of reasons.
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Winter 2022Universal Proxy Card – Long Time Coming
On November 17, 2021 the SEC approved amendments to federal proxy regulations, effective August 31, 2022, which will require the use of a “universal” proxy card for public company shareholder meetings involving contested director elections.
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Summer 2021Getting Serious on Shareholder Proposals at Annual Meetings
On September 23, 2020 the SEC adopted amendments to Exchange Act Rule 14a-8. This was to counter what the SEC considered a too simple way for entities (often individuals with limited funds but a lot of time on their hands) to get “shareholder proposals” placed on companies’ annual meeting ballots – in many cases year-after-year. Effective January 1, 2022 such proponents must show a more sizable and long-term investment in the company to have such proposals included in the proxy statement and on the proxy card, and also achieve higher approval percentages in subsequent years to keep them there.
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Summer 2019Brief Observations on the 2019 Proxy Season
From our work as Inspector of Elections at numerous annual meetings every year, we have noticed a few recent developments we thought worth sharing.
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Winter 2018Virtual Annual Meetings – A Great Idea
We have been around annual shareholder meetings for over 30 years, and have served as inspector of elections in more than 300 such meetings during the past 10 years, so we have a pretty good perspective on them. We have also seen the advent of virtual shareholder meetings (VSMs), and have served as inspector at a couple of these as well. Our message in this short article is: VSMs are great for the vast majority of annual meetings that happen in the U.S. today.
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Summer 2016Sodali + Morrow = Global Powerhouse
The announcement in May 2016 that Sodali and Morrow would merge was truly momentous. Here you have a major player everywhere except the U.S. joining forces with a long-standing household name in the U.S. , to create the largest independent provider of proxy solicitation, investor relations and corporate governance advisory services in the world.
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Fall 2012Broadridge Fees – “Not Guilty”
Like any big company having the appearance of a utility, Broadridge has stood accused of charging monopolistic prices bearing little association to its costs. No matter that its charges – for distributing and tabulating proxies to beneficial shareholders – were closely reviewed and essentially blessed in both 1997 and 2002. The latest auditor, the NYSE/Euronext’s Proxy Fee Advisory Committee (“PFAC”), has now completed a 2012 review of Broadridge’s charges, and the verdict is in and clearly “Not Guilty” yet again. Indeed, the NYSE has just proposed to the SEC that PFAC’s updated fee recommendations be largely accepted, keeping the Broadridge methodology in place at a projected annual savings to the average company of some 4%.
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Spring 2011Proxy Issues 2011, As We See Them
Everybody is talking about proxy issues, for good reason. Change abounds on multiple fronts: legal, regulatory, procedural, technological…even philosophical, considering “corporate social responsibility” concerns. Details are widely available, so we will not repeat them here; but, perhaps the reader would like to know how we group them, and in some cases foresee their future.
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Winter 2010The SEC Has Been Busy – Take 12-16-09 For Instance
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.
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Summer 2009No More Broker Discretionary Voting for Directors
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.
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Winter 2008Notice & Access – Our Initial “Take”
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…
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Summer 2007Proxy Issues — A Lot on the Table
We certainly are in the midst of interesting times on the proxy voting front.
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Winter 2007“Wait a SEC”
SEC postpones judgment on shareholders nominating board members, but okays proxy material delivery via the Internet.
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Fall 2006NYSE Rule 452 Update
Director votes will stay “routine” in 2007; so brokers can continue to support them via the “10-day-rule.”
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Summer 2006Director Votes, Impending Hurdles
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.
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DRIPs/DSPPs
Summer 2022Pass DRIP/DSPP Fees on to Shareholders? Not So Fast.
There has been a move of late by public companies to change the fee structure in their dividend reinvestment and direct stock purchase plans so that more fees are paid by plan participants, and less by companies themselves. It seems like a good corporate cost abatement step on its face, but is it always a wise move?
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Spring 2019“Online Only” Direct Stock Purchase Plans, from Computershare
Computershare, the largest stock transfer agent in the U.S. and the world, recently created an interesting new service: a direct stock purchase and dividend reinvestment plan (DSPP) which is entirely online; i.e., no physical plan materials, no paper statements, no checks. It is called simply DirectStock.
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Summer 2006Direct Stock Purchase Plans – Why? Why Not?
DSPPs are growing in number, albeit slowly. What’s good about them for issuers and shareholders? What’s holding back their growth?
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Abandoned Property
Spring 2021Abandoned Property Advisors Acquires Keane’s Lost Shareholder Search Business
In December 2020 Abandoned Property Advisors, LLC announced its acquisition of Keane Unclaimed Property’s lost shareholder search business. Previously, in July 2020, Keane sold its abandoned property consulting services and escheat reporting technology to Sovos Compliance, LLC (a global tax software provider). Keane’s remaining abandoned property location and associated compliance functionality was, not surprisingly, up for grabs too. This is the area of most pressing, “rubber meets the road” concern for corporations with shareholders who can get “lost,” and Keane was by far the largest U.S. player in this space. Now APA is.
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Some states are trying to re-write abandoned property laws to grab people’s assets. States are supposed to protect those assets, not expropriate them. An interview with prominent attorney Andrew Kay.
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Summer 2015UPRR’s Acquisition by Keane – Six Months Later
This transaction in December 2014 was a game changer in the lost shareholder search and escheatment industry. The merger of the two largest players in this field created a behemoth with an over 80% market share. The question is, has it enhanced or diminished consumer options and service quality?
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Summer 2012Protecting Investor Assets from Escheatment – Thank You STA!
U.S. public company issuers should say a big ‘thank you” to the Securities Transfer Association under the leadership of Charles (Charlie) Rossi, for playing a major role in keeping states from grabbing shareholders’ property that is allegedly but not actually “lost.”
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Spring 2009Fishing in Nebraska?
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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