MEMORANDUM
On May 9, 2003, members of the Division of Corporation Finance met with members of the ASCS in connection with the Commission's directive that the Division review and formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors. Division of Corporation Finance attendees: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, Mauri L. Osheroff, Associate Director (Regulatory Policy), Elizabeth Murphy, Chief, Office of Rulemaking, Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel. ASCS attendees: Susan Wolf, Schering-Plough, Kathy Gibson, Prudential Financial, Amy Goodman, Gibson, Dunn & Crutcher, Neila B. Radin, J.P. Morgan Chase, Carol Hayes, Coca-Cola, Margaret M. Foran, Pfizer, Lydia I. Beebe, Chevron Texaco, Broc Romanek, Executive Press, Pauline Candaux and Carol Ward, CIGNA, Bill Mostyn, Gillette, and Karl Baqnickol, Solutia/NC. |