TheCorporateCounsel.net

Monthly Archives: February 2012

February 29, 2012

SEC Commissioner Aguilar Urges Mandated Political Spending Disclosure

Last week, SEC Commissioner Luis Aguilar delivered this speech – entitled “Shining a Light on Expenditures of Shareholder Money” – urging the SEC to act in the newly hot area of political contribution disclosures (Vanessa Schoenthaler’s blog notes Chair Schapiro’s comments on the topic). Here are other speeches delivered during PLI’s “SEC Speaks” Conference:

- Chair Schapiro on agency redesign and operating strategy
- Commissioner Walter on the meaning of being a Commissioner
- Commissioner Paredes on the Volcker Rule
- Commissioner Gallagher on failure to supervise

I have blogged other notes from the conference, both on “The Mentor Blog” (accounting, enforcement and litigation perspective) – and on CompensationStandards.com “The Advisors Blog” (Corp Fin on Form S-3 waivers for failure to amend Form 8-Ks and report say-on-pay frequency voting results).

By the way, the SEC has redesigned its “Speeches and Public Statements” page so that you can more easily sort out speeches by a specific speaker, etc.

Transcript: “The Exploding World of Political Contributions”

We have posted the transcript for our recent webcast: “The Exploding World of Political Contributions.”

Webcast: “Conduct of the Annual Meeting”

Tune in tomorrow for the webcast – “Conduct of the Annual Meeting” – to hear Kathy Gibson of Campbell Soup, Carl Hagberg of The Shareholder Service Optimizer, Bob Lamm of Pfizer, Barbara Mathews of Edison International and Carol Ward of Kraft Foods explain how they handle the many challenges of running an annual shareholders meeting.

How old were you when you when you found out that ‘Leap Day William‘ wasn’t real? A classic from “30 Rock” if you missed it. Up there with Seinfeld’s creation of Festivus…

- Broc Romanek

February 28, 2012

Corp Fin Withdraws Two CDIs as Reg D Amendments Become Effective

Yesterday, the following two CDIs were withdrawn because the SEC’s amendments to Regulation D to implement Section 413 of Dodd-Frank – regarding the net worth standard under the definition of accredited investor – became effective: Section 179. Rule 215 – Accredited Investor: Withdrawn Question 179.01 and Section 255. Rule 501 – Definitions and Terms Used in Regulation D: Withdrawn Question 255.47.

We have many memos on the new standard posted in our “Private Placement” Practice Area – and we’ll be covering this topic (and much more) in our upcoming webcast: “The Art of Regulation D and Private Placements.”

Meanwhile, Keith Bishop blogs about a proposed California bill that would allow general solicitations in that state. And his blog today is entitled “Bill Proposes Another Reason Not To Incorporate In California.”

Report: How ESG Will Fare This Proxy Season

Today, Sustainable Investments Institute and As You Sow release their annual Proxy Preview Report. Their proxy season forecast primarily deals with social and environmental proposals and a smattering of governance ones (those with a social twist) and it includes profiles of a bunch of different shareholder activists, plus commentaries from a few other key proxy season players. In addition to the Report, they are holding a webcast later today.

Highlights of the 2012 ESG shareholder proposals include:

- Political Spending: Investors are increasingly concerned about corporate political spending disclosure and have filed twice as many resolutions on this topic for 2012 (109) as they did just three years ago. New is a large group of proposals that focus on spending after elections, through lobbying. Another new feature in 2012 is a call for ending any campaign spending at a couple of companies (3M, Target, and Bank of America), and a few requests for shareholder votes on companies’ political spending practices. Contributions through intermediaries are a critical focus of all the proposals, highlighting public worries about cash and influence in the 2012 election.

- Environment and Sustainability: Shareholder proponents still want companies to address climate change, reduce their impacts on natural resources, and use fewer toxic chemicals. The 117 environmental/sustainability resolutions filed in 2012 express these concerns as part of a roadmap for a new energy future. Coal and fracking dominate the group of 44 natural resource management proposals, with worries about the financial risks of relying on coal-based energy and the implications of shale gas development. A shareholder resolution from the New York City pension funds has helped prompt deals with Apple and other big electronics firms to be more open about conditions in their supply chains, even as investors tell companies they want environmental and social policies that are sustainable over the long term.

- Mortgage Foreclosures: Investors at four of the country’s biggest banks will vote on whether they want more information on loan modifications, foreclosures, and securitization – on the heels of the recent $26 billion settlement that benefits homeowners.

- Diversity: The country’s largest institutional investors want more diverse boards, as the report highlights. And companies increasingly are establishing non-discrimination policies for lesbian, gay, bisexual, and transgender (LGBT) employees, even as they face 38 proposals on this subject. Combined, the board and employee diversity proposals account for 11% of the total number of proposals filed so far, about even with the 2011 tally.

- Labor and Human Rights: About two dozen resolutions request action on labor and human rights, mostly at companies active in global conflict zones, from faith-based investors. But several also raise concerns at private U.S. prison companies, Corrections Corp. of America, and GEO Group. An AFL-CIO proposal to a few companies is about worker safety on oil rigs and refineries, following up on safety audit issues sparked by Gulf of Mexico spill two years ago. And a new Securities and Exchange Commission interpretation just issued means investors now can vote on whether they think companies should provide equal access to all on the Internet.

Transcript: “Alan Dye on the Latest Section 16 Developments”

We have posted the transcript for the recent Section16.net webcast: “Alan Dye on the Latest Section 16 Developments.”

- Broc Romanek

February 27, 2012

Walk Down Memory Lane: New York Legislature Debacle Redux

Last week, I received this from a member: Just when you thought it was safe to do business in New York State, here comes along a New York Executive Order that is intended to apply solely to health care providers but it’s so poorly drafted that it arguably applies to all companies doing any services business with New York State. Many of us still recall the New York State Power of Attorney debacle of 2009-2010. The state legislature had amended New York State’s power of attorney (POA) law in a commendable attempt to protect the elderly from unscrupulous financial advisors using broad POAs to clean out their bank accounts.

Unfortunately, because of poor drafting, it had the unintended consequence of applying to ordinary course POAs given in the corporate context. Among other things, that law required that when corporate directors were signing POAs in New York authorizing SEC filings for their companies (regardless of whether the company at issue was incorporated in New York, Delaware or elsewhere), the POA had to include language stating that the directors were giving the company the power to spend the director’s personal funds and sell the director’s personal property. The legal and corporate communities spent significant time and money over the course of a year to address this legislative snafu, resulting in the governor signing a technical corrections bill in September 2010, with retroactive effect to the date of the original amendment a year earlier, to make it clear that this law did not apply in the corporate context.

Governor Cuomo Signs Broad Order to Address Espada Scandal

Against that backdrop, you might naively think that the state legislature, and in particular the Governor’s office, would be more careful in their drafting endeavors. Apparently not. The latest gift from New York to the corporate community is in response to the scandal-plagued health-care clinics founded by Pedro Espada, former member of New York State Senate. In April 2010, then State Attorney General Andrew Cuomo alleged that Espada used his health care clinics as a “personal piggy bank,” for e.g., submitting expense bills for $20,000 in sushi deliveries. And this January, now Governor Andrew Cuomo signed New York Executive Order No. 38 (Limits on State-Funded Administrative Costs and Executive Compensation).

Why the Corporate Community is Concerned

Specifically, this executive order would prohibit any entity that falls within its purview from (i) paying “any executive” more than $199,000 per year from “state authorized payments” (not defined) and (ii) using more than 25% of state-authorized payments for “administrative costs”. Unfortunately, the executive order raises more questions than it answers, including which companies fall within its scope and whether “state authorized payments” should be broadly read as meaning any payments by the state as an ordinary course customer of vendors including public companies. The most reasonable interpretation of this short executive order is that it does not apply to large public companies, for e.g., who act as vendors providing financial, consulting or IT services to New York State. However, we are told that the Governor’s office has refused to agree, even informally, with that assessment, instead suggesting it may apply to public companies who provide any services to NY State as a customer. (Note to Delaware companies: There is no language in this executive order limiting it to service providers incorporated in New York — so this is an issue for any and all companies who provide services to New York State).

The New York Business Council has taken the laboring oar in trying to focus attention on the broad scope and unintended impact this order could have on the corporate community. Unfortunately, however, the order has already been signed, with various state agencies being provided 90 days (until mid-April) to issue their own implementing regs. From our perspective, the best “fix” would be a simple clarification that this does not apply to public companies that are subject to SEC reporting obligations. Instead, it is limited to service providers like nursing homes, hospitals, etc. who receive state funding like Medicaid payments. If we do not get this reasonable fix, the corporate community will have to spend more time and money debating the applicability of the implementing regs issued by various state agencies.

Message from New York State to the Corporate Community?

All this really raises the question of what message New York State is trying to send to companies that do business here. Is it: “We believe that you have unlimited time and resources, and we rely on you to correct our huge mistakes”? Or perhaps, “We want to make sure the corporate community never mistakes us for Delaware – a state that may give you laws you don’t always agree with but at least you can understand them and see they were intended to apply to you in the first place.” Hopefully, the Governor’s office will step up to the plate and issue a simple technical correction to narrow the scope of this order to the legitimate situations it was originally intended to cover.

Why Aren’t There Women or Minorities on Facebook’s Board?

Professor Usha Rodrigues recently wrote this blog on the “Conglomerate Blog” about one of the numerous governance question marks about Facebook as it prepares to go public. Unfortunately, gender – and racial – disparity in the boardroom, Wall Street and many other places continues to be a big problem that never seems to get better. Of the 54 guests on the Sunday morning talk shows for the month of February, do you know how many were men? 51. Here is more on that topic…

Congrats to our own Randi Morrison for being among the distinguished women selected for DirectWomen’s Board Institute! As I’ve blogged before, DirectWomen is an organization devoted to helping qualified women – who also are lawyers – get recruited to sit on boards…

The Largest FCPA Case in US History

In this podcast, Stephen Bronis of Carlton Fields provides some insight how a client – Stephen Giordanella – was acquitted in the largest foreign bribery case in US history (since I taped this with Stephen, all sting charges have been dropped for the remaining defendants under this court order), including:

- What is the background of the case?
- What did the court find?
- What are the lessons learned for executives?

- Broc Romanek

February 24, 2012

House Financial Services Committee: New Bill Would Exempt Newly Public Companies from Say-on-Pay for 5 Years

Earlier this week, I blogged about a quartet of bills that the House Financial Services Committee approved. Ted Allen of ISS blogged yesterday that one of the bills would exempt newly public companies from holding say-on-pay votes for five years. A similar bill has been introduced in the Senate and has attracted bipartisan support.

The House bill, the “Reopening American Capital Markets to Emerging Growth Companies Act,” H.R. 3606, would create a new class of issuers, “emerging growth companies,” that would be exempt from the Dodd-Frank Act-mandated advisory votes for five years, or until they reach $1 billion in annual revenue or $700 million in public float. These companies also would be exempt from holding separate shareholder votes on “golden parachute” severance arrangements.

The bill would also excuse these emerging companies from Section 953(b) of Dodd-Frank, which would require disclosure of the ratio between a CEO’s total compensation and that of the firm’s median employee. These companies also would be spared from Sarbanes-Oxley’s requirement to hire an outside auditor to attest to the sufficiency of their internal financial controls.

ISS Extends GRiD Verification Period (and Delays Final Release Date)

On the heels of software glitches and more (eg. many members have complained about an inability to reach anyone at ISS to discuss GRiD score corrections), ISS has pushed back the deadline for companies to verify their GRiD scores until the end of Monday (8 pm eastern on February 27th) – and won’t release the final GRiD scores to the public until the following Monday, March 5th. Here is ISS’s GRiD page – and here is my initial blog on this topic…

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- The IPO Dutch Auction: Should Facebook Have Done a Google?
- Punitive Bill Proposes Giant Step Backwards On Capital Formation
- LLC Manager Liability to Minority Members
- 7th Circuit Ruling Expands Rights of Whistleblowers to RICO
- Delaware Weighs In: Indemnification and Advancement of Expenses

- Broc Romanek

February 23, 2012

Senators Complain Over Potentially Imminent Conflict Minerals Rulemaking

This Bloomberg article notes that Senator Patrick Leahy and others have written the SEC Chair objecting to proposed language in the SEC’s conflict minerals rule proposal which would allow firms to “furnish” instead of to “file” required disclosures. As noted in this Akin Gump memo, the letter also indicates that a final conflict minerals rule may be imminent.

Check it out! Bill Gates – in his capacity as head of his foundation – has sent a comment letter to the SEC regarding the resource extraction proposal…

Could the World Move on IFRS Without the SEC? And If So, What are the Ramifications?

This CFO.com article entitled “Foot-Dragging on IFRS Decision Could Strip SEC of Power” is worth a read…

Investors Press SEC on Financial Market Reform

As noted in this ISS blog, CalPERS – on behalf of a group of 14 institutional investors – has written a letter to SEC Chair Schapiro asking the SEC to prioritize these six initiatives:

- Appoint an Investor Advisory Committee to provide the commission with investors’ perspectives on regulatory issues; appoint an Investor Advocate to champion investor rights.
- Renew rulemaking for universal proxy access so that investors can propose directors for boards on a level playing field with management.
- Adopt final rules on the remaining executive compensation reforms under the Dodd-Frank Act.
- Continue work on International Financial Reporting Standards to ensure high quality accounting in global markets.
- Provide for an accountable and transparent ratings system with full disclosure on data and models used to develop securities ratings. Develop an independent mechanism to track the accuracy and effectiveness of the ratings process and complete the study of financing alternatives for credit rating agencies.
- Clarify and ensure compliance with the commission’s interpretive guidance on climate risk disclosures. Direct the new Investor Advisory Committee to provide advice and recommendations on climate change disclosure and the process for including diversity considerations into the corporate board nomination process. Ensure that sustainability issues and diversity reporting are integrated into financial reporting frameworks.

- Broc Romanek

February 22, 2012

Our Pair of Popular Executive Pay Conferences: A 25% Early Bird Discount

We are excited to announce that we have just posted the registration information for our popular conferences – “Tackling Your 2013 Compensation Disclosures: 7th Annual Proxy Disclosure Conference” & “Say-on-Pay Workshop: 9th Annual Executive Compensation Conference” – to be held October 8-9th in New Orleans and via Live Nationwide Video Webcast. Here is the agenda for the Proxy Disclosure Conference (the Executive Compensation Conference’s agenda will be posted soon).

Early Bird Rates – Act by April 13th: Huge changes are afoot for executive compensation practices and the related disclosures – that will impact every public company. We are doing our part to help you address all these changes – and avoid costly pitfalls – by offering a special early bird discount rate to help you attend these critical conferences (both of the Conferences are bundled together with a single price). So register by April 13th to take advantage of the 25% discount.

The NYSE Sends Its Annual Letter to Listed Companies

Ahead of annual shareholder meetings being held, the NYSE has sent its 8-page annual letter to companies listed on the exchange, full of reminders about actions that companies need to take as part of the annual meeting process – including a reminder about the NYSE’s change to Rule 452 (here’s the version for foreign private issuers). No real changes from last year’s letter…

Webcast: “Company Buybacks: Best Practices”

Tune in tomorrow for the webcast – “Company Buybacks: Best Practices” – to hear Kady Ashley of Skadden Arps, Rob DelPriore of Baker Donelson and Jim Rothwell of Davis Polk provide practical guidance about how to conduct a stock repurchase program, including analysis over whether such a program is the best use of corporate funds.

- Broc Romanek

February 21, 2012

House Financial Services Committee Passes Four Bills

Last Thursday, as noted in this Bloomberg article and this Reuters article, the House Financial Services Committee passed four bills that are either Dodd-Frank related or would impact the capital markets, including (the Committee’s site has all four bills posted):

1. H.R. 3606: “Reopening American Capital Markets to Emerging Growth Companies Act,” the small business capital formation bill (that is described in Jim Hamilton’s blog)

2. H.R. 2308: “SEC Regulatory Accountability Act,” which would require the SEC to conduct enhanced cost-benefit analyses before adopting new rules

3. H.R. 1838: “Swaps Bailout Prevention Act,” which would remove “push-out” provision of Dodd-Frank so over-the-counter swaps tied to high-quality credit transactions would remain on the books of insured banks

4. H.R. 4014: still unnamed, would give CFTC power to compel production of documents without it constituting a waiver of attorney work product privilege

The first bill was approved 54-1, the second narrowly by 30-26 and the last two were unanimously approved.

ISS Makes GRid 2.0 Preview Available to Companies Before It Goes “Live”

As I’ve blogged before, ISS has changed its corporate governance ratings process again – it’s now called “GRId 2.0.” Yesterday, ISS began allowing companies to verify what ISS will be disclosing about them publicly – and Russell 3000 companies should take advantage of this opportunity before the general public gets to read ISS’ analysis starting next Monday, February 27th. So there is less than a week to review these ‘draft’ analyses – tough timing given its the heart of ‘drafting the proxy’ season for many.

Companies will need to obtain a username and password to verify their GRId data (which they can do for free) – then you have to go into the “Governance Analytics” portal to get to your company’s GRId score as ISS’ main site won’t get you there. Learn more about the new GRid in our “Governance Ratings” Practice Area.

Transcript: “Ethics, Conflicts and Privilege Issues in Executive Compensation”

We have posted the transcript for our recent CompensationStandards.com webcast: “Ethics, Conflicts and Privilege Issues in Executive Compensation.”

- Broc Romanek

February 17, 2012

Bringing Humor to Investor Relations Disclaimers

One of my favorite topics to blog about is the art of writing disclaimers. Remember these examples. The Contango Oil & Gas Company seems to inject humor into their forward-looking disclosure disclaimers quite often. Here is one from their latest investor presentation:

Lawyer Stuff
The future is unknowable. We have good intentions but all of our projections and estimates will be wrong, and could be materially wrong. Wildcat exploration is expensive, speculative and potentially dangerous. An offshore spill or explosion would be enormously expensive. We have insurance but it may not be enough. You could lose your entire investment. Don’t be lazy – read our 10-Q’s, 10-K’s and press releases, and if you lose money – please no tears.

“Don’t forget about risk-free T-bills in your portfolio…After inflation and taxes you’ll likely only lose 5-10% of your investment.”

And here is one from an investor presentation last year:

…. And More Lawyer Stuff
“There are three reasons why lawyers are replacing rats as laboratory research animals. One is that they’re plentiful, another is that lab assistants don’t get attached to them, and the third is that there are some things rats just won’t do”
-Unknown

Our “Best Practice” Disclosure for Say-on-Pay in 2012

We recently mailed the January-February Issue of The Corporate Executive and it includes pieces on:

- Our “Best Practice” Disclosure for Say-on-Pay in 2012
- Model CD&A Disclosure for a Company Receiving Strong Say-on-Pay Support
- Model CD&A Disclosure for a Company that Received Weak Say-on-Pay Support, or Failed to Achieve Majority Support
- When Is a Tax Cut Not a Tax Cut?
- Follow-Up: Modifying Awards in Response to Say-on-Pay
- Trap for the Unwary: Retirement Provisions in Performance Awards
- Cost-Basis Reporting Update

Act Now: If you are not yet a subscriber, get this issue rushed to you when you try a 2012 No-Risk Trial today.

Insider Trading Compliance Training

In this podcast, Bruce Brumberg of “Think Twice Training Videos” provides some insight into how companies can conduct insider trading compliance training, including:

- What is your training module like?
- How do companies use your insider trading training?
- Do companies supplement the use of your video with other training?
- How – and why – did you start producing these?
- How did the SEC get involved?
- The original “Twice Twice” video just had its 20 year anniversary. Are you surprised it’s still popular?

- Broc Romanek

February 16, 2012

Two Names You Should Know: “StockTwits” and “MarketBrief”

When I was on my social media speaking tour last year, I talked quite a bit about two new services that were changing the way that investors received and shared information. These two services really are game-changers and show how social media is changing the investment world just as much as any other industry.

The first is StockTwits, which is an online financial community that enables investors to share their market insights, ideas, charts and news in real time in a Twitter-like manner. In other words, StockTwits takes the chaos out of Twitter by organizing tweets by company (the filter is the dollar sign in front of a company’s stock symbol – tweets that do this are then included in a company’s message stream on StockTwits and Twitter, as well as other social networks and financial websites); here are instructions on how to try it out.

After four years in operation, StockTwits really has taken off with well over 150,000 investors of all types using the platform (this recent article explains more). Remember that time is money – and studies have shown that news travels faster through online platforms than through the news wires (see this article for example).

Here are three examples of the growing power of StockTwits:

1. StockTwits has partnered with mainstream media channels to distribute news, including Yahoo Finance, Bloomberg, CNN Money, Reuters and others, as well as social media platforms including Twitter, Facebook and LinkedIn.

2. Starting last summer, investor relations departments at a number of public companies began managing and utilizing their “official” profile and ticker pages on StockTwits to create a verifiable presence on the platform. In other words, companies can distribute their own messages on StockTwits and investors reading them know they truly are from the company. Since this is where a company’s shareholders (and potential shareholders) are gathering online, these companies smartly have gone to where the action is to participate, which can be as simple as tweeting links to SEC filings and press releases as they come out.

3. As reflected on this StockTwits page, investors can choose to “follow” the analysis provided by specific analysts that they like. In this way, StockTwits facilitates whom investors choose to obtain their information to make investment decisions.

MarketBrief is the second service that is changing the way investors consume information – and it was only launched last August. As explained in this article, MarketBrief’s computers take SEC filings as they are made and converts them into tweets. That is, they cram the essence of the SEC filing into 140 characters in about a second. Mind-blowing. And as noted in this announcement, these two have teamed up so MarketBrief’s summaries flow through StockTwits.

For those out there that aren’t tech-savvy, it is not hard to learn the basics of what is happening here and it’s important that you do because these are not like the Yahoo message boards of the ’90s. These are much more powerful and reliance on them by sophisticated (and large) investors will only grow…

Introducing AnalytixInsight

Recently, I was trying the free beta for the AnalytixInsight service and came away amazed about what technology can do these days. Among other interesting things, its computers can crunch numbers and other publicly available information (click on the “Fundamental Analysis” tab) and put together a lengthy report that is akin to an analyst’s research report.

In this podcast, John Ballow of AnalytixInsight discusses his AnalytixInsight service and what it can do, including:

- What is the AnalytixInsight service?
- How would public companies use this service?
- How does these tools relate to say-on-pay?
- How can companies dispute content that they view as erroneous?

The Regulatory View on Social Media

Brink Dickerson of Troutman Sanders give us these thoughts:

The recent discussion of the CEO of WebMediaBrands highlighted the importance of thoughtful social media policies. But before you conclude that those policies are the domain of just the securities and IP/IT lawyers, you need to consider the NLRB’s view on social media as recently expressed in a report by the NLRB’s general counsel.

In the NLRB’s view, there are significant limitations on companies’ ability to constrain communications that relate to “concerted action,” and it takes a very broad view of the different types of statements that might be concerted action. As a result, social media policies that are absolute in their prohibitions – e.g., a prohibition on employees publicly discussing financial results, a perfectly reasonable prohibition from a securities lawyer’s perspective – could run afoul of the NLRB’s views.

For instance, a company may or may not be able to prohibit an employee’s posting on his or her Facebook page, even if the posting precedes any other public announcement by the company, that “The company made $152 million last quarter and can afford to pay us more.” In reality, this is an extreme example and probably could be constrained somewhat, but the boundary line is not far from it. As a result, companies need to factor in not just Reg. FD and other securities laws when they consider their social media policies, but also the NLRB’s views.

- Broc Romanek

February 15, 2012

Shareholder Proposals: Apache Wins as Chevedden Appeals KBR Decision

Last month, I blogged about Apache suing John Chevedden in the District Court for the Southern District of Texas for the second time in three years, using this a court-mandated exclusion route rather than the traditional Corp Fin no-action request one. As was the case when Apache won its case two years ago, the company contested whether John Chevedden satisfies the proof of ownership requirements imposed by the rule.

On Monday, the court entered into this final judgment in favor of Apache again – but this time around, it was based on a settlement between Apache and Chevedden. It appears that Chevedden threw in the towel early – possibly to save his resources for his appeal of last year’s District Court decision against him in his litigation with KBR regarding similar proof of ownership issues. That case is being appealed in the Court of Appeals for the Fifth Circuit. All of the Apache proceedings are posted in our “Shareholder Proposals” Practice Area.

Webcast: “The Dynamics of Disclosure Claims”

Tune in tomorrow for the DealLawyers.com webcast – “The Dynamics of Disclosure Claims” – to hear Kevin Miller of Alston & Bird, Blake Rohrbacher of Richards Layton and Steven Haas of Hunton & Williams discuss how the dynamics of disclosure claims – including the procedural posture and risk/reward analysis of a potential appeal by defendants – are causing outside counsel to transaction participants to recommend increasingly detailed disclosure of such information in merger proxies and notices of appraisal rights. Please print off these course materials in advance.

Yes, we are holding DealLawyers.com webcasts on consecutive days – today’s program is “Transaction Insurance as a M&A Strategic Tool“…

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- NACD’s New Blue Ribbon Commission Report on Lead Directors
- Corp Fin Allows Exclusion of GE Auditor Rotation Proposal
- SEC Republishes Revised FINRA Proposal to Require the Filing of Private Placements
- Sentencing Commission Acts on Dodd-Frank
- Q&A with Governance Expert Bob Monks

- Broc Romanek