In the News

FOR IMMEDIATE RELEASE

Bismarck, North Dakota, April 11, 2007. – The first shareholder friendly corporation law in the United States has been signed into law by John Hoeven, the Governor of North Dakota. The new law provides a governance structure for publicly traded corporations that gives shareholders greater rights than they currently have under other state laws. It has been designed to reflect the best thinking of institutional investors and governance experts and addresses each of the current hot topics in corporate governance.

The new law is optional and will be available for corporations incorporated under North Dakota law after July 1, 2007 that elect to be subject to the new law by including a provision to that effect in their articles of incorporation.

One of the principal supporters of the legislation was the Secretary of State of North Dakota, Al Jaeger, who testified several times at legislative hearings in support of the new law. Secretary Jaeger commented “I like the new law because it provides an option for publicly traded corporations. Either they can incorporate in North Dakota under traditional corporate law, or they can incorporate under this new system of corporate governance which is designed to be more responsive to the shareholders, who are the owners of the company. In our state, they will have a clear choice.”

The Insurance Commissioner of North Dakota, Jim Poolman, also testified in support of the legislation. Commissioner Poolman stated “My experience as Insurance Commissioner and as a member of our State Investment Board has given me an appreciation for the importance of corporate governance and the direct correlation between improved governance and improved performance. I believe the new law is an important step forward for our economy and the health of our securities markets.”

Among the significant provisions of the new law are the following:

· Majority voting in election of directors. In an uncontested election of directors, shareholders have the right to vote “yes” or “no” on each candidate, and only those candidates receiving a majority of “yes” votes are elected.

· Advisory shareholder votes on compensation reports. The compensation committee of the board of directors must report to the shareholders at each annual meeting of shareholders and the shareholders have an advisory vote on whether they accept the report of the committee.

· Proxy access. The corporation must include in its proxy statement nominees proposed by 5% shareholders who have held their shares for at least two years.

· Reimbursement for successful proxy contests. The corporation must reimburse shareholders who conduct a proxy contest to the extent the shareholders are successful. Thus, if a shareholder conducts a proxy contest to place three directors on a corporation’s board and two of the candidates are elected, the shareholder will be entitled to reimbursement of two-thirds of the cost of the proxy contest.

· Separation of roles of Chair and CEO. The board of directors must have a chair who is not an executive officer of the corporation.

The legislation was introduced as House Bill 1340 and the new law can be found as Chapter 10-35 of the North Dakota Century Code. The text of the law is available at http://www.legis.nd.gov/assembly/60-2007/bill-index/bi1340.html

North Dakota Enacts First Shareholder Friendly
Corporation Law

Shareholder Friendly Corporation Law

Date: April 11, 2007

CONTACT:

William H. Clark, Jr.

President

(215) 988-2804 direct

(267) 402-4629 fax

william.clark@dbr.com

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CONTACT: William H. Clark, Jr.

President