TheCorporateCounsel.net

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