NASD PROPOSES EQUAL SHARE VOTES WITH VARIATIONS
The National Association of
Securities Dealers Inc said its board of governors has proposed
adoption of uniform rules by major U.S. stock markets which
would emphasize equal shareholder voting rights but allow for
legitimate variations.
    The NASD said its proposal would eliminate differences in
stockholder voting standards as a competitive factor between
markets. It called on the Securities and Exchange Commission to
adopt such a rule applying to all markets if each equity market
is unwilling to voluntarily adopt a uniform rule under the
commission's guidence.
    "Clearly the NASD would willingly be the first to"
voluntarily adopt a uniform rule such as it is proposing, NASD
President Gordon S. Macklin said in a letter to SEC Chairman
John S.R. Shad.
    The NASD said its view is based on the association's study
of the issue and from information developed at the SEC's
recently concluded hearings on the subject.
    The current discussion of the one share-one vote issue was
triggered by the New York Stock Exchange's application to the
SEC for permission to abandon the standard with respect to
companies listed on the NYSE, the NASD noted.
    It called for limiting variations of equal voting rights to
situations involving complete disclosure such as - 
    (1) shares in a registerd public offering where all facts
connected with the company's capital structure are clearly
spelled out in the prospectus and - 
    (2) shares issued in connection with a merger, acquisition
or recapitalization where the exchange of shares is accompanied
by detailed proxy material.
    The NASD said the uniform rule should be written to
disallow the issuance of dual classes of shares where those
with superior voting rights are not resalable.
 Reuter
