Alston & Bird served as legal counsel to the Special Committee of the Board of Directors of Ebix, Inc., a leading international supplier of on-demand software and E-commerce services to the insurance industry, in a definitive merger agreement to be acquired by an affiliate of Goldman, Sachs & Co. in an $820 million transaction, where Ebix shareholders will receive $20 per share in cash.

“With our market-leading servicing platforms and talented team of insurance and technology professionals, Ebix will be well-positioned as a private company to continue to execute on our strategic initiatives and pursue growth opportunities around the world,” said chairman and chief executive officer Robin Raina in a press release.

The Alston & Bird team was led by Justin Howard, co-head of the firm’s Mergers & Acquisitions Group, as well as Scott Ortwein, co-head of the firm’s Corporate Transactions & Securities Group. Also assisting were Dave Brown, Kyle Healy and Sarah Hess for corporate/M&A issues; Richard Grice for leveraged finance issues; and John Shannon and Blake Mackay for employee benefits and executive compensation issues.

Read the full press release from Ebix.

Written by Justin Howard, Partner, Mergers & Acquisitions Group | Alston & Bird LLP

Yesterday, the New York Stock Exchange announced that it "intends to file an amendment to NYSE Rule 452 to prohibit members from voting uninstructed shares if the matter to be voted on relates to executive compensation, including 'say-on-pay' proposals, at meetings occurring after July 21, 2010," but that an "exception will be made for those meetings on which the NYSE has issued a 'may vote' ruling prior to July 21."  The NYSE is amending Rule 452 to comply with Section 957 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, effective on July 22 (one day after enactment), amended Section 6(b) of the Securities Exchange Act of 1934 to prohibit brokers from uninstructed (discretionary) voting with respect to the election of directors, executive compensation or any other significant matter, as determined by the SEC.

On January 18, the SEC released the full text of amendments to the proxy rules under the Securities Exchange Act of 1934, as amended. The amendments promote the use of electronic shareholder forums as an effective means of communication among shareholders and between shareholders and management. This advisory discusses how the new rules work and the related benefits and drawbacks for both companies and shareholders.

The advisory is provided in PDF on the Alston & Bird web site: http://www.alston.com/securities_advisory_final_shareholder_rules

This advisory discussed the amendments the SEC adopted on November 28 to codify its longstanding interpretation of the rule permitting companies to categorically exclude shareholder proposals on shareholder access to company proxy statements for director nominations, and amendments to the proxy rules to facilitate the use of electronic shareholder forums.

The advisory is provided in PDF on the Alston & Bird web site: http://www.alston.com/securities_advisory_shareholder_forum_access