TheCorporateCounsel.net

Okay, maybe it’s not so pleasurable. But we have updated our list of links to samples of:

– corporate governance guidelines
– audit committee charters
– compensation committee charters
– nominating/governance committee charters

In addition, we have updated our list of links to the Twenty Most Widely Held Proxy Statements and 10-Ks in our “Proxy Season Resource Center.” Among others, new documents have been filed by Agere, Avaya and Lucent.

Doonesbury and Cheney Redux

I stand corrected on my blog from Wednesday as a loyal reader points out that Halliburton does indeed list Cheney as a risk factor. Halliburton’s Form 8-K dated January 21, 2004 provided risk factors in a senior notes offering, including:

“Our government contracts work has been the focus of numerous allegations and inquiries, and there can be no assurance that additional allegations and inquiries will not be made or that our government contract business will not be adversely affected. […]

To the extent we or our subcontractors make mistakes in our government contracts operations, even if unintentional, insignificant or subsequently self-reported to the applicable government agency, we will likely be subject to intense scrutiny. Some of this scrutiny is as a result of the Vice President of the United States being a former chief executive officer of Halliburton. Since his nomination as Vice President, Halliburton has been and continues to be the focus of allegations, some of which appear to be made for political reasons by political adversaries of the Vice President and the current Bush administration. We expect that this focus and these allegations will continue and possibly intensify as the 2004 elections draw nearer. These allegations have recently centered on our government contracts work, especially in Iraq and the Middle East. In part because of the heightened level of scrutiny under which we operate, audit issues between us and government auditors like the DCAA or the inspector general of the Department of Defense are more likely to arise, are more likely to become public and may be more difficult to resolve. As a result, we could lose future government contracts business or renewals of current government contracts business in the Middle East or elsewhere. We could also be asked to reimburse material payments made to or through us or be asked to accept lesser compensation than provided in our contracts. In certain circumstances, we could be subject to fines and penalties under the U.S. False Claims Act, under which treble damages could be sought. In addition, we may be required to expend a significant amount of resources explaining and/or defending actions we have taken under our government contracts. There can be no assurance that these and any additional allegations made under our government contracts would not have a material adverse effect on our business and results of operations.”

I don’t find this to be an indictment of Cheney (a departure from Doonesbury’s view, I’m sure) – to me it is more of an indictment of the ignorance of his attackers about Halliburton’s business.