Financial Services
The RR Donnelley Securities Newsletter contains the latest developments and practical guidance for corporate & securities law practitioners. The content is provided by TheCorporateCounsel.net.
The features in this issue include:
1 | More Say-on-Pay Lawsuits – and One Not Even Say-on-Pay Based 2 | Say-on-Pay: Now 39 Failed Votes 3 | Internal Pay Disparity: House Committee Passes Bill for Repeal 4 | Our Dodd-Frank Act Tally Sheet: Some Down, Many More to Go 5 | Proxy Access: What If the SEC Loses the Lawsuit? 6 | The SEC's New Whistleblower Rules: Should You Amend Your Whistleblower Policy? 7 | SEC Continues Work on Section 13(d) & (g) Modernization Project 8 | Purchasing from a Public Offering: Don't Forget the SEC's Credit Limitations 9 | New Staff Observations on XBRL Released in Advance of Final Phase-in 10 | No Sign of an Interactive Data Reprieve 11 | Let the Wild Rumpus Begin! Competing Bills to Upsize '34 Act Registration Threshold 12 | Thundershock! PCAOB's New Chair Floats Mandatory Auditor Rotation 13 | Unfinished PCAOB Business and Your Proxy Statement 14 | Supreme Court Ends SEC's Theory of "Implied Representation" 15 | The On-Going IPO Pricing Discussion: The Issuer's Responsibility 16 | Delaware Addresses Advance Notice for Shareholder Proposals 17 | Mailed: May-June Issue of The Corporate Executive 18 | More on the "Proxy Season Blog" 19 | More on "The Mentor Blog" 20 | People: Who's Doing What and Where 21 | TheCorporateCounsel.net Conference Calendar 22 | What's New on TheCorporateCounsel.net and sister sites
Please note the newsletter includes a few password protected links. To access these links, please sign up for a no-risk trial from TheCorporateCounsel.net.
1| More Say-on-Pay Lawsuits – and One Not Even Say-on-Pay Based!
There has been a trend of companies that fail to garner majority support for their say-on-pay getting sued - a trend that started last year. In his "D&O Diary Blog," Kevin LaCroix provides details about a fifth say-on-pay related lawsuit - this one filed against Umpqua in a federal district court in Portland.
In early June, a sixth company that failed to garner majority support for its say-on-pay was sued - Hercules Offshore in a district court in Texas (here's the complaint).
Later in the month, a seventh company was sued regarding its pay practices - Bank of New York Mellon in a state court in New York (here's the complaint). One of the big differences in this lawsuit is unlike the six lawsuits filed against companies that failed to garner a majority of votes in support of their say-on-pay, Bank of New York Mellon received overwhelming support for its say-on-pay (although there was a huge number of broker non-votes). Here's the Form 8-K reporting the company's voting results.
Mark Borges notes "this lawsuit appears to be fundamentally different from the others that have been filed following a failed say-on-pay vote. This suit alleges that the company's board (and its Compensation Committee) acted in contravention of the terms of their long-term incentive plans. What's interesting to me is that the details of the complaint could only have been drawn from the Compensation Discussion and Analysis, so it's a classic example of the disclosure providing a roadmap for second-guessing the decisions of the directors." We continue to post pleadings from these cases in CompensationStandards.com's "Say-on-Pay" Practice Area.
By the way, two of the oldest of the say-on-pay cases have been settled. As noted in this Davis Polk blog: "KeyCorp agreed, according to Reuters, to pay $1.75 million in attorneys' fees and expenses to settle related suits and Occidental Petroleum, faced with three suits, settled one for an undisclosed amount and had two dismissed."
2 | Say-on-Pay: Now 39 Failed Votes
During the last month, twelve more companies filed Form 8-K's reporting failed say-on-pay votes, bringing the total number of failed votes to 39. We maintain a list of Form 8-Ks for failed SOPs in CompensationStandards.com's "Say-on-Pay" Practice Area.
3 | Internal Pay Disparity: House Committee Passes Bill for Repeal
In this Cooley news brief, Cydney Posner notes how the House Financial Services Committee passed the "Burdensome Data Collection Relief Act," the substance of which is a single paragraph that would repeal Section 953(b) of Dodd-Frank and make any regulations issued pursuant to it of no force or effect. Section 953(b) is the provision in Dodd-Frank that - once the SEC adopts related rules - will require companies to disclose in proxy statements and other filings the median of the annual total compensation of all employees of the issuer, excluding the CEO, the annual total compensation of the CEO and the ratio of the two.
In addition, the House Financial Services Committee on Capital Markets and Government Sponsored Enterprises has approved the Small Company Capital Formation Act of 2011. Several amendments were introduced and debated by the full House Financial Services Committee. This Morrison & Foerster memo explains more.
4 | Our Dodd-Frank Act Tally Sheet: Some Down, Many More to Go
At this time last summer, we were watching the legislative process unfold that gave birth to the Dodd-Frank Act (aka FrankNDodd), and we were anxiously wondering what sort of post-apocalyptic world we might be living in once the various provisions of Dodd-Frank came into effect. With Dodd-Frank's first birthday fast approaching, we find ourselves in more of a state of limbo than "Mad Max." The SEC Staff has been working incredibly hard to develop rules to implement many provisions of the Act under difficult circumstances, most notably the ridiculous implementation deadlines set forth in the statute, the perennial problem of understaffing and intermittent threats of government shutdown. With all that, some progress has been made, and there will no doubt be much more progress coming soon. As for the corporate governance and compensation provisions of the Dodd-Frank Act affecting public companies, the lay of the land today is as follows:
a. The SEC has completed rulemaking on the Say-on-Pay provisions and whistleblower provisions of Dodd-Frank. Say-on-Pay turned out to be more like "Y2K" than the apocalypse, with significant support for Say-on-Pay resolutions at most companies.
b. The SEC expects to adopt rules with regard to the compensation committee and adviser independence provisions in the second half of 2011. It seems likely that the final rules on these provisions will be adopted this summer, to be followed by the exchanges' efforts to establish the applicable listing standards.
c. The SEC expects to adopt rules implementing the "specialized corporate disclosure" provisions (conflict minerals, payments by resource extraction issuers and mine safety) in the second half of 2011. It seems that the SEC wants to treat all of these disclosure provisions as a package deal, otherwise they probably would have adopted the mine safety rules by now, given that mining companies already have to comply with the statutory requirements. The conflict minerals disclosure provisions continue to present many challenges in coming up with workable rules for a potentially very large proportion of the universe of public companies, so we should all be thankful that the Staff and the Commission are taking their time to deliberate the outcome.
d. The SEC currently plans to propose rules in the second half of 2011 regarding pay for performance disclosure, the median employee/CEO pay ratio disclosure, compensation recovery listing standards (and related disclosure), and disclosure regarding employee and director hedging. With the press of other business under the Dodd-Frank Act and otherwise, some or all of these provisions may get pushed back even further, perhaps even past the 2012 proxy season.
e. The SEC has not yet come out with any proposal as to the other significant matters which would be excluded from broker discretionary voting, although that one might be expected sometime later this year in anticipation of getting something on the books for the 2012 proxy season.
f. A decision by the U.S. Court of Appeals for the DC Circuit in the lawsuit challenging Rule 14a-11 (adopted in August 2010 after authority issues were cleared up by Dodd-Frank) is still expected this summer.
5 | Proxy Access: What If the SEC Loses the Lawsuit?
As we breathlessly wait for a decision in the proxy access lawsuit brought by the Chamber of Commerce and Business Roundtable in the US Court of Appeals for the DC Circuit, it is fair to consider what might happen in the wake of the decision - which is expected sometime over the next few months. As Broc blogged last month, the SEC was questioned pretty hard during oral argument by the three judges - giving some indication that the SEC may lose the case.
If the SEC loses, Brian Breheny of Skadden Arps notes that the agency's three options are:
a. Reapprove the Rule 14a-11 provisions and then have the 14a-11 rules and 14a-8 amendments become effective at the same time;
b. Lift the stay on Rule 14a-8 and allow those amendments to go into effect for the '12 proxy season and then approve the Rule 14a-11 amendments later; and
c. Do nothing.
It's possible that the SEC could hold off on lifting the stay on Rule 14a-8 at any time because the SEC imposed the stay on those amendments even though they were not the subject of the lawsuit. They could lift this part of the stay regardless if they win or lose. Meaning, if they lose, they could say "we are letting the 14a-8 amendments become effective while we consider what, if anything, we will do with the 14a-11 rules after the decision."
But they could also lift the 14a-8 stay if they win because of the timing of the decision. For instance, if the decision is issued after the deadlines for filing the Schedule 14N or other 14a-11 deadlines, the SEC may think it would be better to wait until next year. This scenario is highly unlikely - but anything is possible...
6 | The SEC's New Whistleblower Rules: Should You Amend Your Whistleblower Policy?
In the wake of the SEC's new whistleblower rules, we are posting dozens of memos analyzing them in our "Whistleblowers" Practice Area. We also are addressing some questions on the new rules in our "Q&A Forum," including this one:
Question #6531: As a result of the SEC adopting final rules implementing the whistleblower provisions of Dodd-Frank, does anyone find it necessary or prudent to amend an issuer's Whistleblower Policy accordingly? Because the final rules will not be effective until probably later this summer, figure it isn't too early to start thinking about this.
Steve Pearlman of Seyfarth Shaw noted: "I'm not aware of any publicly available. But my knee-jerk is that the potential down-sides of amending a whistleblower policy to take changes in the legal landscape into consideration are not readily apparent and likely well outweighed by the advantages. For example, it generally would be unreasonable for an employee to argue that a change in the policy amounts to an admission that the prior policy was ineffective or not legally sufficient and thus yields liability. Plus, it is worth noting that subsequent remedial measures generally are not appropriate evidence of liability."
Caveat: any revision to the policy needs to be carefully crafted so that it does not inadvertently invite or condone any sort of retaliation or otherwise run afoul of the new law (or any other laws for that matter).
In this podcast, Steve Pearlman of Seyfarth Shaw describes how companies are grabbling with who handles whistleblower complaints under the new Dodd-Frank framework adopted recently by the SEC, including:
7 | SEC Continues Work on Section 13(d) & (g) Modernization Project
Recently, the SEC re-adopted changes to Rules 13d-3 and 16a-1 to preserve the application of the existing beneficial ownership rules to security-based swaps after July 16th, the effective date of new Section 13(o) that was created under Section 766 of Dodd-Frank. Thus, security-based swaps will remain subject to these rules following the July 16th effective date. As noted in the re-adopting release, the SEC continues to work on its modernization project for Section 13(d) and (g) - and as noted in this press release, the SEC will be "taking a series of actions in the coming weeks to clarify the requirements that will apply to security-based swap transactions as of July 16 - the effective date of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act - and to provide appropriate temporary relief." This relief began to happen in June, as noted in this press release.
8 | Purchasing from a Public Offering: Don't Forget the SEC's Credit Limitations
Here's a tidbit from Suzanne Rothwell: With broker-dealers and their bank affiliates often extending loans to issuers, we are hearing about situations where an officer of an IPO issuer or other intended investor has asked one of the underwriters of the company's IPO to extend a loan in order to purchase securities from the IPO or an almost simultaneous private placement. If the loan is made within 30 days prior to the IPO, then it is prohibited by Section 11(d) of the '34 Act.
The provision even prohibits an underwriter from "arranging" for a loan by any other party. The purpose of the regulation is to prevent underwriters from encouraging the purchase of securities without a market by extending credit to its customers. While generally a loan is permitted to investors purchasing from a private placement, the SEC can take the view that a close-in-time private placement is integrated with the IPO for purposes of the credit limitations.
9 | New Staff Observations on XBRL Released in Advance of Final Phase-in
The last round of phase-in for interactive data is now here, with upcoming quarterly reports for companies below the large accelerated filer threshold now subject to XBRL reporting requirements. Over the last couple of years, the Staff of the Commission's Division of Risk, Strategy and Financial Innovation (Risk Fin) has completed reviews of interactive data financial statement submissions and has published general observations about those reviews.
In the latest set of observations published June 15th, the Staff addresses a wide range of XBRL issues including negative values, extending elements when an existing US GAAP taxonomy element is appropriate, "axis" and "member" use, and tagging completeness in the context of using parenthetical amounts. All pretty techie stuff, but nonetheless worth checking out and reviewing XBRL practices accordingly.
10 | No Sign of an Interactive Data Reprieve
Since there was no XBRL reprieve, it remains full-steam ahead for interactive data implementation efforts, with heavy reliance placed on third-party service providers. Given the reliance on third parties, this upcoming quarter-end could present some challenges for companies, given that so many issuers are seeking to create interactive data files all at once, and many for the first time.
It is a good idea to build some extra time into the filing schedule to account for any potential delays in turning last minute changes to financial statements and notes to financial statements, even if you are an experienced XBRL filer. Also, first-time XBRL filers should not overlook the requirement to post the interactive data files on the company's website on the same calendar day that the interactive data files are submitted with the periodic report.
First time XBRL filers can also take some comfort in the availability of a one-time, 30-day grace period to submit the interactive data files (as well as a 30-day grace period for the first detailed tagging of the financial statement notes by already phased-in filers), although avoiding having to be in a position to use the grace period is still the best bet.
11 | Let the Wild Rumpus Begin! Competing Bills to Upsize '34 Act Registration Threshold
During the past few months, we have blogged several times about the SEC's upcoming capital-raising reform efforts, particularly in the area of pre-IPOs. Perhaps that's not good enough for Congress as this Fortune article tells of a bill in the House that would boost the number of shareholders that trigger registration to 1000 shareholders, up from 500 - and would exclude exempt employees and accredited investors from counting towards the threshold. The recently-introduced bill, the Private Company Flexibility and Growth Act, has six sponsors from both sides of the aisle. There is no corresponding Senate bill at this time. There is another recent House bill (H.R. 1965) that would raise the threshold to 2000 shareholders and also raise the deregistration threshold from 300 to 1200 shareholders. As noted in Jim Hamilton's blog, there also is a Senate companion bill (S 556) for this one.
For a view questioning the wisdom of raising the threshold, check out Suzanne Rothwell's entry yesterday on "The Mentor Blog."
12 | Thundershock! PCAOB's New Chair Floats Mandatory Auditor Rotation
Ahead of this new concept release on possible revisions to PCAOB standards related to reports on audited financial statements, new PCAOB Chair Jim Doty delivered this speech, which should be considered the most profound public policy speech ever made by a PCAOB Chair. Jim talked about cultural challenges that still impede auditor independence and skepticism - and then calls for a broad public policy debate to repair the credibility and transparency of the audit. Here is Doty's statement issued on the day the concept release was issued about the effort to look at the PCAOB standards applicable to audit reports comes out of concern as to "whether audits adequately served investors' needs in the months and years before and during the [financial] crisis."
The concept release highlights several alternatives to the auditor reporting model that would facilitate the communication of information from the auditor to investors. The concepts include:
(1) an Auditor's Discussion and Analysis to be included as a supplement to the auditor's report, in order to provide the auditor with the ability to discuss his or her views regarding significant matters, as well as information about the audit (such as audit risks identified in the audit, audit procedures and results), auditor independence and the auditor's views regarding the company's financial statements;
(2) required and expanded use of "emphasis paragraphs" in all audit reports that would highlight the most significant matters in the financial statements and identify where those matters are disclosed in the financial statements, such as significant management judgments and estimates, areas with significant measurement uncertainty and other areas that the auditor determines are important for a better understanding of the financial statement presentation;
(3) auditor assurance on information outside of the financial statements, such as MD&A, non-GAAP information or earnings releases; and
(4) clarification of the standard auditor's report, whereby clarifying language would be added about what an audit represents and the related auditor responsibilities, including language regarding reasonable assurance, the auditor's responsibility for fraud, the auditor's responsibility for financial statement disclosures, management's responsibility for the preparation of the financial statements, the auditor's responsibility for information outside of the financial statements, and auditor independence. The PCAOB has noted that these potential alternatives are not mutually exclusive; therefore a revised auditor's report could include any of these alternative concepts or a combination of concepts, as well as elements of these concepts.
The PCAOB is soliciting comments on the concept release until September 30, 2011, and plans to convene a roundtable in the third quarter of 2011 to discuss these issues.
13 | Unfinished PCAOB Business and Your Proxy Statement
With the PCAOB now taking on such a significant topic as the content of auditor's reports, it is still important to keep in mind that, eight years into its existence, the PCAOB continues to slog through many of the auditing standards that pre-dated the creation of the Board for the purpose of adopting new PCAOB standards.
Some confusion can arise, however, because the AICPA (who used to the principal arbiter of all auditing standards for public and private companies) continues to promulgate its own auditing standards, notwithstanding the fact that the PCAOB has taken over as the sole authority on auditing standards for public companies. In this regard, I continue to see incorrect auditing standard references in proxy statements in the context of the audit committee report required by Item 407(d)(3) of Regulation S-K. Among the items required in the audit committee report is that "[t]he audit committee has discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T."
In complying with this requirement, some issuers have become confused because in December 2006, the AICPA issued Statement on Auditing Standards No. 114, The Auditor's Communication with Those Charged with Governance ("SAS 114"). SAS 114, by its terms, supersedes SAS 61, but because the standard was adopted after April 16, 2003 and was not subsequently adopted as an Interim Auditing Standard by the PCAOB, SAS 114 is not applicable to the audits of public companies. As a result of the understandable confusion about the applicability of this standard, some issuers have incorrectly replaced the reference to SAS 61 in their proxy statement with a reference to SAS 114.
To compound the problem, in March of last year the PCAOB proposed a new auditing standard, Communications with Audit Committees, which if adopted would supersede the Board's interim standards on the topic. The comment period for this proposed standard closed in May 2010, and commenters suggested that the PCAOB needed to gather more information regarding the operation of the proposed standard. The PCAOB conducted a roundtable on auditor communications with the audit committee in September 2010. A final standard has not been adopted to date, and as a result the Interim Auditing Standard pursuant to PCAOB Rule 3200T firmly remains SAS 61 (as in effect on April 16, 2003).
14 | Supreme Court Ends SEC's Theory of "Implied Representation"
The US Supreme Court dealt a final blow to the SEC's theory that third parties may be held to a standard of primary liability under the SEC antifraud rules (called "implied representation") for statements in a prospectus (we are posting memos in our "Securities Litigation" Practice Area). In a 5-4 decision in Janus Capital Group v. First Derivative Traders, the Court rejected a shareholder class-action lawsuit that argued that Janus Capital Group and a subsidiary should be held liable under the SEC antifraud rules for allegedly false statements in the prospectuses of subsidiary mutual funds.
The Court stated that the "maker of a statement" that violates SEC Rule 10b-5 "is the person or entity with ultimate responsibility over the statement . . .” and that "One who prepares or publishes a statement on behalf of another is not its maker." The Court reached this determination despite the close affiliation of the defendants to the mutual funds and their involvement in the preparation of the prospectuses.
Suzanne Rothwell notes that while private investors may be limited in their ability to recover directly from third parties, broker-dealers that distribute offerings later found to be fraudulent nonetheless remain vulnerable to an enforcement action by FINRA (as indicated in Regulatory Notice 10-22) for failure to comply with FINRA product suitability standards and, if the broker-dealer assisted in the preparation of the offering document, the FINRA advertising regulations. In addition to sanctions such as fines and suspensions, FINRA has authority to require that a broker/dealer or a broker make restitution to investors.
15 | The On-Going IPO Pricing Discussion: The Issuer's Responsibility
From Suzanne Rothwell: There has been quite a bit of commentary on the pricing of the LinkedIn IPO, which went public at $45 a share and closed at $94 on the first day of trading (including this entry in our "Mentor Blog"). The stock has traded as high as $122.69 and declined to close on June 7th at $77.82. One columnist questioned whether the underwriters of the LinkedIn IPO severely and intentionally underpriced the public offering in order to benefit customers who then immediately sold the stock to lock in the profit. ("Was LinkedIn Scammed?," Joe Nocera, NY Times).
Another view was that possibly the IPO price for LinkedIn was too high as it resulted in a valuation of $8 billion for a company that made only $15.4 million in 2010. ("Why LinkedIn's Price May Have Been Right," Andrew Ross Sorkin, NY Times). Mr. Sorkin correctly points to the inherent conflict of IPO underwriters in meeting the interests of the company they are taking public and of their customers. He states that this is an "untenable position" and asks for a conversation on developing a better method. These statements reflect an on-going disagreement expressed over many years about the IPO pricing process.
The underwriters' balancing of interests of the issuer and the need to price in some relation to the intrinsic value of the company in the interests of their customers has worked effectively for many years except when the underwriters have decided to game the distribution process or the aftermarket. In my experience, the regulation of IPO pricing is a difficult matter and it is better that the regulators limit their involvement to oversight for possible manipulation of the distribution process and the aftermarket as well as ensuring appropriate disclosures. FINRA's predecessor, NASD, requested comment in 2003 on recommendations of the NYSE/NASD IPO Advisory Committee on three possible alternative approaches to promote transparency in pricing offerings, including whether to use an auction system--which is an oft-mentioned alternative.
What was not mentioned in the discussions of the LinkedIn IPO pricing was the responsibility of the LinkedIn board of directors for that pricing, since the general view is that the issuer will accept the pricing determinations of the underwriters. However, this is where a new FINRA rule will likely make changes. Instead of proposing rules to adopt any of the alternative pricing methods, FINRA recently implemented new FINRA Rule 5131, which (among other things) requires that underwriters provide the IPO issuer's pricing committee or board of directors with a regular report of indications of interest in order to assist the issuer to make an informed decision as to the pricing of the offering. As stated by the NASD in 2003, ". . . greater participation by issuers in pricing and allocation decisions would better ensure that those decisions are consistent with the fiduciary duty of directors and management, and would provide management with more information to evaluate the underwriter's performance." Clearly, it was FINRA's intention to enhance the corporate governance responsibilities of issuers in the setting of the IPO price for the company.
We shall see whether the new rule, which became effective at the end of May, will have an impact on IPO pricing. In any event, any future discussions of the IPO pricing issue will have to take into account the fact that the issuer's board of directors was part of an informed decision on the final pricing determination.
16 | Delaware Addresses Advance Notice for Shareholder Proposals
An interesting advance notice development from Steven Haas of Hunton & Williams:
Recently, the Court of Chancery issued an interesting decision in Goggin v. Vermillion, Inc. applicable to shareholder proposals and annual meetings. In denying a motion to enjoin a stockholders meeting, the court enforced an advance notice requirement for shareholder proposals that was set forth in the company's 2010 proxy statement rather than its bylaws.
By way of background, the company's 2010 proxy materials mailed last October provided that the advance notice deadline for shareholder proposals at the 2011 annual meeting was January 1, 2011. At the time, however, it wasn't clear when the company's 2011 annual meeting would be held. While the company traditionally had held its annual meetings in June of each year, it had filed for bankruptcy in 2009 and decided to hold its 2010 meeting in December--just weeks before the January 1, 2011, advance notice deadline disclosed in the proxy materials.
In February 2011, more than a month after the advance notice deadline had passed, the company announced that its 2011 annual meeting would be held on June 7, 2011. As a result, the January 1 deadline resulted in a 150-day advance notice requirement for the 2011 meeting--far more than the typical 90 or 120-day requirements found in many bylaws of Delaware corporations.
The court observed that Delaware law does not require that shareholders provide advance notice of proposals or of director nominations to be raised at an annual meeting. It also acknowledged that the company didn't have an advance notice bylaw, although it had since adopted one applicable to its 2012 stockholders meeting. Nevertheless, the court held that "the Company set forth its notice requirement for the 2011 Meeting in the October 20, 2010 proxy and that the plaintiff was unlikely to prevail on the merits by showing that the advance notice requirement was unreasonably long or unduly restrictive of [his] franchise rights."
The court seems to have been strongly influenced by the fact that 5 of the 6 directors were independent and there were no clear signs of entrenchment motives (e.g., the plaintiff did not signal his dissatisfaction with management until after the advance notice deadline had passed). Thus, the deadline was established on the "proverbial clear day" and conformed to the company's pre-bankruptcy practices.
Still, many observers may be surprised to see the court enforce an advance notice provision that was not set forth in the company's governing documents. It also is notable that shareholders had approximately 2½ months notice of the pending deadline (i.e., the time in between the mailing of the October 2010 proxy statement and the January 1, 2011, deadline), and that the deadline turned out to be 150 days before the then-unknown meeting date. In contrast, many advance notice bylaws provide that, if the date of an annual meeting significantly deviates from the prior year's meeting date, shareholders can provide notice of proposals or director nominations within 10 days after the announcement of the meeting date.
17 | Mailed: May-June Issue of The Corporate Executive
The May-June Issue of The Corporate Executive includes pieces on:
Act Now: Get this issue rushed to you by trying a "Half-Price for Rest of '11" No-Risk Trial today.
18 | More on our "Proxy Season Blog"
With the proxy season in full swing, we are posting new items regularly on our "Proxy Season Blog" for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
19 | More on "The Mentor Blog"
We continue to post new items regularly on "The Mentor Blog" for TheCorporateCounsel.net members.
Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:
20 | People: Who's Doing What and Where
We're very excited to announce the addition of Suzanne Rothwell to our Editor Staff. Suzanne brings a wealth of experience to our team. She recently retired from Skadden Arps after a decade of service here in DC. Previously, she served for 20 years in increasingly responsible positions with FINRA, including Associate Director and Chief Counsel of the Corporate Financing Department. At Nasdaq, she served as Special Counsel on the PORTAL Market and the development of trade reporting for debt securities. You'll be seeing Suzanne on our blogs as well as other parts of our sites.
At the SEC, Cheryl Scarboro, formerly Chief of the SEC's Foreign Corrupt Practices Act Unit, has left the SEC to join Simpson Thacher.
Last year, Broc blogged about the results of a biannual government-wide "Federal Human Capital Survey" as it pertained to the SEC. Now, a new government-wide survey is out - and here is the SEC's 2010 Federal Employee Viewpoint Survey.. Overall, the SEC did not fare well compared to the other 36 federal agencies included in the survey - coming in 35th on Job Satisfaction; 33rd on Talent Management; 33rd on Results-Oriented Performance Culture and 26th on Leadership & Knowledge Management.
There are a lot of interesting items in this new Survey - enough to dribble out blogs for weeks - but I take it all with a grain of salt. Case in point: in the "Private Sector Comparison" on page 16, 86% of the respondents in the private sector replied that they like the work they do. That's certainly not the case when I talk to people. Talk someone out of going to law school today!
In Corp Fin, over a 30-year career at the SEC, Bill Morley served as Corp Fin's Chief Counsel for many years and hired many generations of Staffers in the Division before he retired in '99. In this podcast, Bill provides some insight into what it was like to work in the Division of Corporation Finance, including:
In Delaware, Chancery Court Vice Chancellor Leo Strine has been tapped as the new Chancellor and Sam Glasscock, a long-time court master, has been nominated for Strine's Vice Chancellor slot. They now need to be confirmed by the Delaware State Senate.
21 | TheCorporateCounsel.net Conference Calendar
22 | What's New on TheCorporateCounsel.net and sister sites
Among other new additions, during the last month we have:
Please let us know what you like - and don't like - so we can tailor TheCorporateCounsel.net to be more of a hands-on resource for you and your colleagues.
Because we view TheCorporateCounsel.net as a "community" site, let us know if you would like to contribute content to our site. E-mail comments, suggestions and other input to broc.romanek@thecorporatecounsel.net.
© 2011 Executive Press. This email newsletter is provided for informational purposes only and does not constitute legal advice. Executive Press is not engaged in rendering legal or other professional services. Publication of this newsletter is not intended to create, and the information contained herein does not constitute, an attorney-client relationship. Do not act or rely upon the information and advice given in this publication without seeking the services of competent professional counsel. You July decline to receive further email solicitations from us by sending an email to info@thecorporatecounsel.net or contacting us at Executive Press, PO Box 21639, Concord, CA 94521-0639
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TheCorporateCounsel.net’s "Say-on-Pay Intensive" Conference Lineup
The Conference Hotel is nearly full for our annual package of executive pay conferences to be held on November 1st-2nd in San Francisco and by video webcast: "Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference" and "The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference."Register now!
As you can see from our agendas, this year's pair of Conferences (for one low price) will be workshop-oriented more than ever before in an effort to provide the practical guidance that you need in the new say-on-pay world that we live in:
1. November 1st's "Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference" includes:
2. November 2nd's "The Say-on-Pay Workshop: 8th Annual Executive Compensation Conference" includes:
For a full list of upcoming RR Donnelley events, please click here.
Upcoming Webcasts from TheCorporateCounsel.net (and sister sites):
