January 6, 2005

New SEC Staff Stance on 8-K Reporting of Salaries and Bonuses

We have just added a special bonus segment to the January 13th webcast on – “What NOW Needs to Be Disclosed in the Proxy Statement” – during which Alan Dye will cover the SEC Staff’s latest positions on 8-K reporting of salary and bonuses. In response to many requests for clarification in this murky area, Alan will provide practical guidance and examples of what to do.

Apart from this bonus, join Jesse Brill, Ron Mueller of Gibson Dunn and Mark Borges of Mercer Consulting as they provide the latest guidance on how to overhaul your upcoming disclosures in response to Alan Beller’s speech, such as how to deal with airplane and other perks and what to include in the compensation committee report. Here are Questions to Ask NOW When Drafting Proxy Disclosures!

To gain access to this critical webcast, enter a No-Risk Trial today! If you are undecided, don’t forget our unconditional full refund policy: If at any time you are not completely satisfied with, simply tell us and we will refund the entire cost of the year’s subscription.

Personal Liability for Ten Ex-Worldcom Directors

Yesterday, ten former outside directors of WorldCom tentatively agreed to pay $54 million – including $18 million out of their own pockets – to settle part of a class-action securities lawsuit. The proposed deal – which still needs to be approved by the judge – would be the largest of its kind and requires the 10 directors to pay more than 20% of their combined net worth. The company’s D&O insurance carriers would pick up the remaining $36 million. (In comparison, $1.5 million was paid by 12 former Enron outside directors from their own pockets in May 2004 – which was unprecedented in itself.)

What is particularly noteworthy is that none of the 10 settling directors were alleged to have directly participated in the accounting fraud that led to WorldCom’s collapse. The lawsuit is slated to go to trial soon, with the remaining defendants including more than 15 investment banks that underwrote WorldCom’s bond deals before the company collapsed – and two remaining outside directors who are discussing a similar settlement.

By the way, I am in the process of conducting an interview with someone on the notable December 15th opinion and order in the WorldCom litigation – here is the 159-page opinion if you want to get a preview. This is posted in our “Securities Litigation” Practice Area.

Inside the Beltway: Trade Groups, Firms Push to Ease Tough Federal Scrutiny

A member emailed me a link to this Washington Post article yesterday about lobbying on the hill against Sarbanes-Oxley and other laws, along with a note that said: “Have lobbyists have found a way to dine out on SOX indefinitely?”