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16 Bull. Sec. Corp. Banking & Bus. L. 1 (1978-1979)

handle is hein.journals/txjbus16 and id is 1 raw text is: OF.THELLEI~TIN OF THE SECTION ON CORPORATION, BANKING & BUSINESS LAW Vol. 16 September, 1978 No. 1 Of Current Interest . . . Did you think The Foreign Corrupt Practices Act of 1977 only affected multinational corporations? Al Som- mers feels that it affects all publicly held companies. See page 14 of this issue. If your client is interested in doing or now does business with a Middle Eastern country, George Coombe and Tim Atkeson suggest you better know something about boycott legis- lation. See pages 2 and 8 of this issue. The SEC seeks public comment on proposals that would greatly ex- pand the scope of information public corporations must disclose about their boards of directors and com- mittees in their proxy materials. Un- der the proposed rules, all directors would have to be classified as either a management director, an affiliated nonmanagement director, or an in- dependent director, and additional information about the activities and attendance of the directors would be required. See SEC Release No. 34-14970. Additionally, the SEC seeks public comment on proposals that would substantially revise exist- ing management remuneration dis- closure requirements. See SEC Re- leases Nos. 33-5949 and 33-5950. These are just a couple of the results of the SEC's expanded interest in corporate governance. See page 19 of this issue. Limited partnership practitioners - beware. Texas Attorney General Opinion H-1229 (August 16, 1978) has substantially unsettled limited partnership law on voting rights of limited partners. Section 26 of the Texas Uniform Limited Partnership Act (R.C.S. Article 6132a) requires that all limited partners sign an amendment to the partnership cer- tificate (or its cancellation). H-1229 reads Section 26 as requiring that all limited partners approve an amend- ment (or an act, such as dissolution, leading to cancellation). If correct, the Opinion would invalidate the pro- visions (which are very common in publicly held limited partnerships, and usually required by the State Se- curities Commissioners) for amend- ment p by majority vote of t esNhited pr rs. A unanimity re ement would Wd te substantial inistrafW1and rating prob- I s fy 8 W rshi with many mberg.t adover, E would raise stio utb e va id ty of amend- ts a ant'tilati made in the pa ty magrity b t on-unanimous vote. esti r ceed cautiously until th .sed by this Opinion are further clarified. See page 24 of this issue. Have you invested in a pension plan lately? In spite of the extensive new regulation of retirement plans under the Employee Retirement In- come Security Act, the U.S. Court of Appeals for the Seventh Circuit has concluded that the antifraud provi- sions of the federal securities laws also apply to involuntary, noncon- tributory defined benefit plans. The court left open the question of whether the reporting requirements of the federal securities laws apply. The decision is now on appeal to the U.S. Supreme Court, and the Justice Department and the Secur- ities and Exchange Commission have filed conflicting amicus briefs (the ABA's motion to file an amicus brief was denied). Counsel repre- senting corporations with pension plans should follow this case. See Daniel v. Teamsters, 561 F.2d 1223 (7th Cir. 1977). Revised annual report proposals of the SEC's Advisory Committee on Corporate Disclosure for Form 10-K (the annual report used by most public companies) are open for comment until December 15, 1978. The current proposals deal with Part I of Form 10-K to encourage dis- closure of management estimates of future performance, eliminate boil- erplate type disclosures and to pro- vide for greater management dis- cretion in determining what factors may be of such material significance to warrant discussion. See SEC Re- lease No. 34-15068. Section Membership: If you are aware of any attorneys who have not become and should be members of our Section or who may have failed to renew their membership in the Section, for your convenience, a Membership Application is included on the last page of the Bulletin. It would be of great assistance to the Section if members would encourage their associates who practice in the areas of the Section's interest to be- come members. Editor's Note: If any member of the Section would like to contribute an article for publication in the Bul- letin, or has information concerning an area of current importance to our Section members which should be highlighted on the cover of the next issue of the Bulletin, please contact any member of the Information Com- mittee, officer of the Section or mem- ber of the Council. We hope our members will find helpful the new cover page format of the Bulletin. In This Issue The International Boycott: A New Dimension in Federalism . . page 2 All You Always Wanted to Know About Boycott Reg- ulation - And Then Some page 8 The Foreign Corrupt Prac- tices Act of 1977 ...... page 14 Recent Securities and Ex- change Commission Ac- tivities Concerning Corpo- rate Governance page 19 Corporate General Partners . . page 24 Digitized from Best Copy Available

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