TheCorporateCounsel.net

April 9, 2007

Our CD&A Quick Survey

With CD&As rolling in and being a focal point for SEC Chairman Cox (see Mark Borges’ take on the Chairman’s speech), we have posted a survey to gauge who drafted the first draft of the CD&A – as well as how many hours were spent preparing and reviewing the CD&A by different categories of personnel.

Please take a moment to fill out the survey – I promise it will take less than a minute! So far, over 375 people have responded…

Survey Results: Director Resignations

Under at least two scenarios these days, a director may be required to submit a resignation letter – either when the company’s corporate governance guidelines require it when a director has a change in his/her job responsibility or as part of a majority vote provision. Below are survey results from the questions recently posed in this area:

1. If a director resignation scenario arises, the process our company uses to obtain the letter involves:

- Corporate secretary or general counsel reminds the director of the need to submit the resignation letter – 68.4%
- Board chair or governance committee chair reminds the director of the need to submit the resignation letter – 15.8%
- Full Board reminds the director of the need to submit the resignation letter at a board meeting – 0%
- Nobody reminds the director of the need to submit the resignation letter – 10.5% [ed. note: yikes!]
- Other – 5.3%

2. After a director resigns, the process our company uses as part of an “exit” interview – and to ensure that a Form 8-K under Item 5.02(a) is not required – involves:

- Board meets in executive session without the “resigning” director – 5.3%
- Board chair meets with the resigning director – 21.1%
- Nominating/governance chair meets with the resigning director – 15.8%
- CEO meets with the resigning director – 15.8%
- General counsel meets with the resigning director – 31.6%
- Corporate secretary meets with the resigning director – 0%
- Other – 15.8% [ed. note: I wonder what constitutes "other" here; please shoot me an email if you know.]

“The Dog Ate It” Excuse: Ain’t Got Nothing on Amnesia!

Before I left on vacation, I blogged about a company that made plenty of excuses for a late filing. Now that I am back in the saddle, I see that I missed an SEC enforcement action on Thursday regarding an investment advisor who can’t account for $134 million – due to his alleged amnesia! Genius!

As this Washington Post article notes, the implicated South Carolina professor is known for his flamboyant suits and million-dollar pen collection…