TheCorporateCounsel.net

We have posted the survey results regarding typical practices for company executives and HSR filing fees, repeated below:

1. Does your company require executives to comply with HSR filing requirements upon acquiring company shares:
– Yes, and they have been for a while – 39%
– Yes, but only recently because of this enforcement action – 16%
– No – 45%

2. If the answer to #1 above is “yes,” who pays the HSR filing fee:
– Executive with no reimbursement by the company – 40%
– Executive with full reimbursement by the company – 20%
– Executive with partial reimbursement by the company – 0%
– Company – 40%

3. If the executive pays HSR filing fee but is partially reimbursed by the company, in what manner is the reimbursement:
– Specified percentage – 0%
– Specified dollar amount – 50%
– Specified Formula – 50%

Please take a moment to participate in this “Quick Survey on Insider Trading Policies: Pledges & Margin Accounts” (remember the recent attention on margin accounts used by insiders thanks to the Green Mountain Coffee chair’s margin call) and “Quick Survey on Proxy Solicitors.”

SEC Approves Nasdaq Rule Change for Independent Directors

As blogged recently by Gibson Dunn’s Jim Moloney:

On July 19th, the SEC approved a proposed change to Nasdaq’s rules regarding membership on a listed company’s audit, compensation and/or nominations committee. Nasdaq sought to modify an exception to its Rule 5605, which allows a non-independent director to serve on such committees “under exceptional and limited circumstances” for up to two years. The amendment provides an exception allowing a non-independent director to serve on a company’s audit, compensation and/or nominations committee, where the director has a family member serving as a non-executive employee of the company, so long as the listed company’s board concludes that the director’s membership on the relevant committee is “required by the best interest of the company and its shareholders.”

The True Meaning of the Olympics

Here is an excerpt from the end of this fine column by the Washington Post’s Mike Wise:

The second is of a woman who finished her 100-meter heat in less than 15 seconds after eight years of convincing her family and her nation that it was okay for a Muslim woman to leave the house and run as fast as her conviction would take her. Just four reporters, all of us from different countries, were standing there underneath the stadium, straddling a hip-high barrier separating the athletes and journalists, and I don’t think any of us was waiting for her when she walked up to us.

“My taxi driver throw me out on the street when I told him I was training for Olympics,” said Tahmina Kohistani, Afghanistan’s only woman at the Games, in the halting English she had learned through mail-order language courses. “He said, ‘Get behind the man. You are disgrace to Muslim women.’ My coach fought other men outside the stadium where I train because they do not think I should run. But my country will remember me forever one day. They will see I am the right one and other girls will watch me and I will tell them, ‘Come, run with me. Run with me, Tahmina.’ ”

About 25 minutes later, after we heard the most harrowing journey anyone could have taken to run 100 meters at the Games, one of the male reporters began weeping. He finally said, “You’re a hero. You’re a hero to your country and women everywhere.” Beneath her hijab, Tahmina sheepishly said, “Thank you,” and began to cry. We were all choked up and didn’t know what else to say.

As I type this now, I still don’t know what to say, except that I knew in that very moment, for one of the few times in my job, I was in the presence of a greatness and a courage as real and inspiring as anything I’ve ever seen in sports or life.

“Hey, who was that?” a colleague of mine from the United States asked.

I opened my mouth, but I couldn’t talk. I just walked a few steps away, turned away from him, and started crying — for a woman who finished 31st in the world in her event. A minute later, when he came to see if I was okay, he asked again, “Who was that?”

I swallowed hard and said, “That’s why I came here.”

– Broc Romanek