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Update on the Ever-developing Landscape of Shareholder Proposals

September 1, 2011

On September 15, 2011, the Securities and Exchange Commission (SEC) issued a final rule to adopt amendments to the proxy access rules for shareholder proposals in Rule 14a-8, which was discussed in our September 2011 issue of FredNEWS: Corporate & Securities. In a related action, on September 27, 2011, the SEC published an amended Form 8-K that includes a new Item 5.08 requiring, in certain circumstances, companies to disclose applicable deadlines for shareholders to submit proxy access proposals. On November 17, 2011, Institutional Shareholder Services, Inc. (ISS) published its 2012 Corporate Governance Policy Updates and Process Executive Summary, which refined how it will address proxy access, among other policy changes.

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Cities Are Back in the Variance Business: Legislature Removes Roadblock to Variance Applications by Making Much-Needed Changes to Variance Statutes

August 1, 2011

In 1989, the Minnesota Court of Appeals issued its decision in Rowell v. Board of Adjustment of Moorhead. In this decision, the Court of Appeals adopted an interpretation of Minnesota’s municipal variance statute that provided a flexible, owner-friendly standard for cities to use when evaluating variance applications. Following the Rowell decision, business was good for those applying for variances. While not every variance was granted under the standard adopted in Rowell, the standard was sufficiently lenient that variances became a tool that owners and developers routinely used to obtain approvals for their projects and developments.

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Commissioner Reverses Vulnerable Adults Act Neglect Finding In Nursing Home Stairwell Death

August 1, 2011

On July 28, 2011, Patricia Winget, the Adviser to the Minnesota Commissioner of Health, reversed a maltreatment determination issued by the Office of Health Facility Complaints (OHFC). OHFC incorrectly asserted that a large, non-profit Minneapolis skilled nursing facility committed neglect of supervision when a resident in a wheelchair died from injuries sustained in a fall down a stairwell. Nursing home staff reached the resident within seconds after the resident gained access to the stairwell, but were unable to prevent the death.

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New “Met” Tower Requirements in North Dakota

July 1, 2011

North Dakota Senate Bill 2206 recently signed into law by the Governor, as North Dakota Century Code Section 2-05-21, changes the requirements for anemometer towers. The law was passed with an emergency clause and is effective August 1, 2011. The law requires that an anemometer tower “fifty feet in height above the ground or higher…located outside the zoning jurisdiction of a city, and the appearance of which is not otherwise regulated by state or federal law must be marked, painted, flagged, or otherwise constructed to be recognizable in clear air during daylight hours.” The towers must meet the following requirements:

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Minnesota Tax Bill Contains Several Benefits Provisions

March 29, 2011

On Monday, March 21, 2011, Governor Dayton signed into law H.F. 79, which conforms Minnesota’s individual income and corporate franchise taxes to most federal tax law changes enacted between March 18, 2010, and December 31, 2010, but only for the 2010 tax year. Among other changes, the tax bill contains the following benefits-related provisions:

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Reporting Foreign Financial Accounts: IRS Announces New Voluntary Disclosure Program

February 1, 2011

Since 1970, the Bank Secrecy Act has required U.S. persons who have in aggregate more than $10,000 in foreign financial accounts to report certain information about those accounts to the Department of the Treasury using Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (FBAR). The FBAR is an informational return that is filed separately from a tax return. It must be received by the IRS by June 30. Failure to file an FBAR can result in significant civil and criminal penalties. Although the reporting requirements have existed more than 40 years, many people with foreign accounts have never heard of the FBAR.

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