TheCorporateCounsel.net

May 11, 2012

Say-on-Pay: Failures #9-14 in US; Things Getting Heated Overseas

Here’s something I blogged on CompensationStandards.com’s “The Advisors’ Blog” yesterday:

I’ve added five more companies to our failed say-on-pay list for 2012: Manitowoc – 48%; Mylan – 48%; Tower Group – 30%; Cenveo – 40%; and Sterling Bancorp – 41% (results disclosed in 10-Q rather than 8-K). As noted in this article, Knight Capital Group lost its SOP vote on Wednesday.

As Europe faces upheaval, so do the voting results on pay in the United Kingdom and Switzerland – even going so far as to cost the CEO of Aviva his job, as noted in this WSJ article! Barclays, Credit Suisse and UBS. And check out this Reuters article.

Transcripts: Our Two Blockbuster JOBS Act Webcasts

We have posted the transcripts for our pair of popular webcasts on the JOBS Act:

- “The New World of IPOs: Dissecting the JOBS Act
- “JOBS Act & More: How Private Placements and Reg D Are Changing

TechCrunch recently ran this blog noting that SolarCity is one of the first companies to use Corp Fin’s confidential submission process for an IPO by an emerging growth company under the JOBS Act. Here is SolarCity’s Rule 135 notice.

A “Secret” Way to Invest in Facebook Before It Goes Public

With six pre-effective amendments to its Form S-1 under its belt, Facebook’s IPO is set to price next week – amid lower than expected demand according to this Bloomberg article (or oversubscribed per this Reuters piece) – and the SEC’s Enforcement staff probably has it’s hands full as some folks are pretty brazen in their shady dealings, playing off the Facebook deal. I’m not sure if this is one of them – but this 4-minute video entitled “A “Secret” Way to Invest in Facebook Before it Goes Public” sure sounds fishy…

- Broc Romanek