TheCorporateCounsel.net

Every year or so, we survey the practices relating to blackout and window periods (there are results from nine others in our “Blackout Periods” Practice Area). Here are the latest survey results, which are repeated below:

1. Does your company ever impose a “blanket blackout period” for all or a large group of employees?
– Regularly before, at, and right after the end of each quarter – 67.7%
– Only in rare circumstances – 17.2%
– Never – 15.1%

2. Does your company allow employees (that are subject to blackout) to gift stock to a charitable, educational or similar institution during a blackout period?
– Yes, but they must preclear the gift first – 31.9%
– Yes, and they don’t need to preclear the gift – 9.6%
– No – 33.0%
– Not sure, it hasn’t come up and it’s not addressed in our insider trading policy – 25.5%

3. Does your company allow employees (that are subject to blackout) to gift stock to a family member during a blackout period?
– Yes, but they must preclear the gift first – 24.5%
– Yes, and they don’t need to preclear the gift – 8.5%
– No – 33.0%
– Not sure, it hasn’t come up and it’s not addressed in our insider trading policy – 34.0%

4. Are your company’s outside directors covered by blackout or window periods and preclearance requirements?
– Yes – 96.8%
– No – 3.2%

5. Our company’s insider trading policy defines those employees subject to a blackout period by roughly:
– Stating that all Section 16 officers are subject to blackout – 1.1%
– Stating that all Section 16 officers “and those employees privy to financial information” are subject to blackout – 10.6%
– Stating that all Section 16 officers “and others as designated by the company” are subject to blackout – 27.7%
– Stating that all Section 16 officers “and those employees privy to financial information and others as designated by the company” are subject to blackout – 41.5%
– All employees – 13.8%
– Some other definition – 5.3%
– Our company doesn’t have an insider trading policy – 0.0%

Please take a moment to respond anonymously to our “Quick Survey on ‘Code of Ethics and the Board’.”

Big Changes Afoot: How to Handle a SEC Enforcement Inquiry Now

Tune in tomorrow for the webcast – “Big Changes Afoot: How to Handle a SEC Enforcement Inquiry Now” – to hear former senior SEC Enforcement Staffers Colleen Mahoney of Skadden Arps, Chris Mixter of Morgan Lewis, Russ Ryan of King & Spalding and Linda Chatman Thomsen of Davis Polk discuss how the Division of Enforcement’s investigative process works now that the SEC has dramatically overhauled some of its Enforcement processes and procedures, and what that means for you.

Recession Did Not Substantially Alter Institutional Investment Strategies

It’s not the normal type of thing I blog about, but this struck me so I thought I’d share if you didn’t see it otherwise. Recently, The Conference Board issued this press release noting a study that all major categories of institutional investors (including pension funds, mutual funds, insurance companies, savings institutions and foundations) have remained fundamentally committed to the same investment policies they were adopting prior to the credit crunch.

I’m not sure whether to believe the study’s findings or be happy that perhaps I can beat the market after all. More likely is that it doesn’t even matter at the end of the day. It just struck me so I put it out there…

– Broc Romanek