TheCorporateCounsel.net

January 28, 2009

Now Available: Model CD&A

Dave just completed a Special Supplement to the Jan-Feb ‘09 issue of The Corporate Executive. Since we expect many will be borrowing extensively from Dave’s excellent, up-to-the-moment model disclosures – inserting them into current drafts of proxy statements – we have posted the issue so that ’09 renewers can access the issue now (the full issue, including the Supplement, will be mailed to current ’09 subscribers later this week).

Renew Now: Those that renewed for ’09 received a link to the Supplement yesterday with instructions on how to access it; if you haven’t renewed yet, renew now to receive it immediately.

Try a No-Risk Trial Now: To have this Special Supplement rushed to you via email so you receive it today, try a no-risk trial for ’09 now – as the Supplement includes pieces on:

- Timely “Best Practice” Disclosures for Your Compensation Discussion and Analysis
- Implementing “Hold Through Retirement” for Equity Awards
- Our Hold-Through-Retirement Policy
- Revisiting Perquisites
- Reassessment of Our Perquisites
- Making the Most of Clawback Provisions
- Revisiting our Compensation Recovery Policy
- Evaluating the Need for Pensions and SERPs
- Our Review and Analysis of Pensions and SERPs
- Tax Implications
- Deductibility of Compensation for Tax Purposes

TARP’s Special Inspector General: Time for Disclosure

As noted in this Washington Post article, TARP’s Special Inspector General Neil Barofsky reportedly will request that each of the 300-plus companies receiving TARP funds provide disclosure as to how they have used those funds. These companies will also be requested to describe any oversight measures taken to comply with the newly revised executive compensation limitations (they were tweaked back on January 16th – too much going on to keep current on this blog!). The companies will have 30 days to respond – and they can be subpoenaed if they fail to comply.

This is not surprising given that it follows a similar disclosure deal that Barofsky cut with Citi and the automakers earlier this month when they got funds, limited attempts from banking regulators to wrestle disclosure from companies. More importantly from a political perspective, it follows two scathing reports from TARP’s watchdog about how the funds aren’t being tracked by Treasury, which led to questions from Congress – and an Obama representative responded last week two weeks ago with this letter to Congress promising more transparency in the TARP process.

Stephen Davis on Board-Shareholder Communications

In this CompensationStandards.com podcast, Dr. Stephen Davis describes his thoughts about the Millstein Center’s paper: “Talking Governance: Board-Shareowner Communications on Executive Compensation,” including:

- What is the goal of your board-shareowner communications paper?
- What type of comments did you receive on the draft? What changes were made?
- Which board-shareholder communication model do you think is the most feasible in the near-term?
- What about the long-term?

Don’t forget to tune in for tomorrow’s NASPP webcast: “The Dark Side of Option Exchanges.” Try a NASPP no-risk trial for ’09 to catch this important program.

- Broc Romanek