TheCorporateCounsel.net

Recently, the SEC posted the adopting release for its e-forum rulemaking. Even though most of this rulemaking essentially codified what was arguably already permissible under the proxy rules, I believe this rulemaking will spur the investor community to start leveraging the Web more.

During last week’s proxy season webcast, Pat McGurn talked about this topic as well (audio archive and transcript are available now). Although not an e-forum example per se, I pointed out VotePal.com to illustrate the point of how one shareholder can easily get its views known on a shoestring budget (this particular shareholder’s beef relates to omitting the shareholder’s name from certain communications with other shareholders and not properly reporting election results). This site is quite elementary: the shareholder simply has posted a chronological list of any documents related to his agitation at Alaska Air. Note this statement on the left side of the site’s home page: “We’ve Proven Anyone Can Conduct a Proxy Contest…How About You??”

Practice Tip: Votepal.com provides us with a reminder that anything we write these days could surprise you and wind up online. The site contains several letters written by Alaska Air’s law firm (here is an example). Ignore the Web at your own peril!

Pay-for-Performance Disclosure: Transcript from Proxy Season Webcast

We have posted the transcript from last week’s popular webcast with RiskMetrics’ Pat McGurn: “Forecast for 2008 Proxy Season: Wild and Woolly.”

Here is a notable excerpt from Pat’s remarks regarding disclosure of pay-for-performance targets (which dovetails the extensive conversation about this topic with SEC Staffer Mike Reedich and others during last Wednesday’s webcast on CompensationStandards.com):

“If issuers want to stay out of trouble this year, there are a couple of quick ways to do it. The first one on the CD&A side has to do with what I call the “can’t discern alignment” issue. The fact that many companies in 2007 omitted the targets and the hurdles under their performance-based pay programs. I don’t think there is anything that’s going to get you into trouble with investors faster this year than continuing to use stealth over those targets and hurdles.

I think obviously the SEC has now set a bar for confidential treatment of those numbers and that information going forward. But I think it’s something that shareholders are going to judge on their own as well, and if there is one big flash point issue this year, it is going to be on “pay-for-performance” and whether there is enough information for shareholders to figure out how high the bar has been set in the CD&A this year.”

Alan Dye: Keeping Yourself Out of the Section 16 ‘Hot Water’

For members of Section16.net or the NASPP, tune into tomorrow’s webcast – “Alan Dye: Keeping Yourself Out of the Section 16 ‘Hot Water’” – to hear Alan Dye give us guidance on all the latest developments in the Section 16 area. This always is one of the most popular webcasts around. Try a Section16.net no-risk trial to catch this 90-minute program.

Microfinance in Africa

A friend of mine recently launched a microfinance initiative in Buyobo, Uganda, and arranged for a Ugandan charity called FDNC to provide follow up visits to her borrowers. FDNC provides all sorts of health, education and training outreach to women and children in rural villages. FDNC receives funding from a USA charity called Hope for Uganda Students (HUGS).

Now, Parade magazine is holding a charity-giving challenge and will give $50,000 to the 4 USA charities that generate the most new donors by January 31st – and the top 50 will receive $1,000. So my friend is trying to get at least 50 new donors for HUGS during the next three days. You only have to give $10 – the important thing is how many people give – not how much they give. So please go to this web site and donate $10.

– Broc Romanek