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E-Minders March 2010In This Issue:E-Minders is our monthly e-mail newsletter containing the latest developments and practical guidance for corporate & securities law practitioners. We view TheCorporateCounsel.net as the gathering place for the community and encourage those who may not yet be members to take advantage of a 2010 no risk trial to see what you are missing. Here are 10 Good Reasons to try us now. You can subscribe below to receive a complimentary E-Minders subscription - even if you don't subscribe to TheCorporateCounsel.net. Our hope is that once you get to know us, you will understand the true value of a subscription to TheCorporateCounsel.net. Note that subscribers to TheCorporateCounsel.net should sign up below for E-Minders too, as we don't have the e-mail addresses for many people in our community.
Just Announced: "5th Annual Proxy Disclosure Conference" & "7th Annual Executive Compensation Conference" We just posted the registration information for our popular pair of conferences - "Tackling Your 2011 Compensation Disclosures: The 5th Annual Proxy Disclosure Conference" & "7th Annual Executive Compensation Conference" - to be held September 20-21st in Chicago and via Live Nationwide Video Webcast. Here is the agenda for the Proxy Disclosure Conference (we'll be posting the agenda for the Executive Compensation Conference in the near future). Special Early Bird Rates - Act by April 15th: With anger over CEO pay at record levels, Congress and the regulators are intent on shaking things up and huge changes are afoot for executive compensation practices and the related disclosures—that will impact every public company. With this in mind, we are doing our part to help you address all these critical changes—and avoid costly pitfalls—by offering a special early bird discount rate so that you can attend these critical conferences (both are bundled together with a single price). So register by April 15th to obtain a discount. Lynn, Borges & Romanek's "2010 Executive Compensation Disclosure Treatise and Reporting Guide:" Now that we have seen the SEC's rules and Treasury's legislation that will force you to radically change your executive compensation disclosures and practices before next proxy season - we have wrapped up the ‘10 version of Lynn, Borges & Romanek's "Executive Compensation Disclosure Treatise and Reporting Guide" - order your copy now and take advantage of the no-risk trial. Upcoming Webcasts on TheCorporateCounsel.net: Join us on April 14th for the webcast - "Big Changes Afoot: How to Handle a SEC Enforcement Inquiry Now" – to hear 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 join us on May 18th for the webcast – "Navigating Corp Fin's Comment Process" – to hear former SEC Senior Staffers Linda Griggs of Morgan Lewis & Bockius, John Huber of Latham & Watkins, Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster and Bill Tolbert of Jenner & Block explain the process by which the SEC Staff issues comments as well as provide their practical guidance about how to respond. There is no cost for these webcasts if you are a member of TheCorporateCounsel.net. If you are not a member, take advantage of our no-risk trial to access the programs. You can sign up for this no-risk trial online, send us an email at info@thecorporatecounsel.net – or call us at 925.685.5111. Upcoming Webcasts on DealLawyers.com: Join us on March 23rd for the webcast – "Seller's Key Issues in 2010: Still a Tough Seller's Market" – to hear Wilson Chu of K&L Gates, Mary Korby of Weil Gotshal and Carl Sanchez of Paul Hastings discuss the latest issues for sellers doing deals. And join us on April 27th for the webcast – “Smaller Company M&A: The Latest Developments” – to hear Diane Holt Frankle of DLA Piper, Mark Filippell of Western Reserve Partners and John Jenkins of Calfee, Halter & Griswold discuss all you need to know about doing deals when smaller companies are both the acquirer as well as the acquiree. No registration is necessary – and there is no cost – for these webcasts for DealLawyers.com members. If you are not a member, take advantage of our no-risk trial to access the programs. You can sign up online, send us an email at info@deallawyers.com – or call us at 925.685.5111. Upcoming Webcast on CompensationStandards.com: Join us on March 16th for the webcast – "What the Top Compensation Consultants Are NOW Telling Compensation Committees" – to hear Ira Kay of Ira T. Kay & Company, Mike Kesner of Deloitte Consulting and James Kim of Frederic W. Cook & Co analyze what types of risk assessments companies are putting into place as well as what are companies doing in the areas of equity grants pay-for-performance and 280G gross-ups. No registration is necessary – and there is no cost – for this webcast for CompensationStandards.com members. If you are not a member, take advantage of our no-risk trial to access the programs. You can sign up online, send us an email at info@compensationstandards.com – or call us at 925.685.5111. Upcoming Webcasts on Naspp.com: Join us on March 18th for the webcast – "A Closer Look at Leading-Edge Performance-Based Plans" – to hear Terry Adamson of Radford, Brit Wittman of Intel, Kathryn Neel of Frederic W Cook & Co and Doug Friske of Towers Perrin discuss the key design and accounting considerations that you'll need to understand to implement your own successful TSR or MSU program. And join us on April 20th for the webcast - "25 Ways to Improve Stock Plan Documents" – to hear Mike Melbinger of Winston & Strawn, Howard Dicker of Weil Gotshal and Martha Steinman of LeBoeuf Lamb discuss best practice language to address in your stock plan documents; change-in-control, forfeiture, and non-compete provisions; corporate governance and institutional shareholder concerns that impact your stock plans; and updates you need to make for recent tax law changes, including Sections 162(m) and 409A. The non-member fee for these webcasts is $595. If you wish to access these valuable programs without paying this fee, you may simply take advantage of a no-risk trial for the NASPP. We Win Top Blog Honors!As we blogged a few months ago, this blog was placed in the ABA Law Journal's "Blawg 100" for the second year in a row. The ABA then pitted the top 100 blogs against each other in a voting contest - and we're proud to say that we easily emerged as #1! Thanks to those that bothered to navigate a difficult voting system - registration was required and only one vote was permitted per person (even though many offered to vote as many times as permitted). Here is a breakdown of the top 10 blogs as voted upon in the contest (culled from these results; here are the vote counts):
Although we're not a big believer in "lists," the honor is humbling and we're glad we were able to prove the widespread loyalty of those who read this blog. The SEC's Climate Change Guidance: Esta Aqui!In early February, the SEC finally posted its climate change interpretive guidance in this 29-page interpretive release. The guidance is effective February 8th. We'll continue to post memos analyzing this guidance in our "Climate Change" Practice Area. Some might ask why the release is only 29 pages. Two related reasons. First is that since this is not a rulemaking, all of the requisite jargon that typically is in the back half of a rulemaking release was not required. Second is that since this is not a rulemaking, the SEC was forced to limit its guidance within its existing disclosure framework. Otherwise, it could be accused of violating the Administrative Procedures Act - something that someone might challenge given the political hot potato nature of this topic. We have blogged that there was a heated debate about whether the SEC was getting itself into politics with this interpretative release. As could be expected, some members of Congress have jumped on the SEC's climate change guidance as a hook to add fuel to the fire. Here is a letter to the SEC from Reps. Barton-Walden that serves as Exhibit A - and here is a rebuttal published in late January in the NY Times. House Republican Spencer Bauchus (R-Ala), ranking member of the Committee on Financial Services (the committee that oversees the SEC), wrote this letter to the SEC recently, asking if the White House pushed the climate guidance. Don't forget the transcript and audio archive for our recent - and timely - webcast: "ESG Disclosures: Environmental, Climate Change, Social Responsibilities." Even though this webcast was held before the SEC adopted its new interpretive guidance, the panelists covered many topics that can help you meet your new disclosure obligations. SEC Finally Adopts E-Proxy Rules: Early Adoption Permitted?As noted in this press release, the SEC issued an adopting release in mid-February to tweak the e-proxy rules it proposed last October (it was adopted via the SEC's seriatim process like the proposal was made). The new rules become effective March 29th. As calendar year-end companies are in the midst of the proxy season, it's hard to tell if they will take advantage of the new rules this time around - particularly because there is no discussion in the adopting release regarding transition issues (i.e., whether companies can adopt early on a voluntary basis). Many members have already asked us whether they can rely on the new rules early - we don't know the answer. Here is our math if companies aren't permitted to rely on the rule changes early: the rules become effective in late March - then with notice and access requiring 42-45 days (as the SEC didn't reduce the number of advance notice days to 30 from 40 as proposed and Broadridge needs a few days to process a mailing) in advance of the meeting, companies with annual meetings in mid-May or later would be able to use the new rules. We will follow-up in our blog once we know more specifics. At the same time, the SEC also made a big splash about a new "Spotlight" page for investors about how they can vote - as well as issued this investor alert on the topic. This is a fine small step - but it's really small potatoes as Broc doubts many investors will get motivated by the SEC's educational content to cast their votes (as few investors are ever likely to come across the content). Broc thinks the SEC should be taking steps that will have a much greater impact on voter participation. Starting with improving the usability of proxy cards, voting instructions - and the communications that go along with them. Most communications are laden with legalese and use 200 words when 20 will suffice - a critical mistake when using e-mail to get someone to act. Check out Broc's DealLawyers.com blog entry for more on his beef here. And he knows many corporates are unhappy that they still aren't permitted to send a proxy card or voting phone number in their e-proxy notice mailings... Learn the latest practice pointers on e-proxy - and the factors to consider about how and whether to use it - in the transcript of our recent webcast: "How to Implement E-Proxy in Year Three." SEC Issues Proxy Solicitation Rule Corrections: Impact on Your Form 10-KIn late February, the SEC issued this technical corrections release related to its proxy disclosure enhancement rules adopted in December. The release corrects Forms 10-Q and 10-K to retain the current numbering of the items appearing in each form to avoid confusion that might otherwise arise from references to the numbering from other rules, etc. So what does this mean for your Form 10-K? For Form 10-Ks filed on or after March 1st - the title and substance of Part I - Item 4 should be deleted, the word "Reserved" should be inserted in the place thereof and the remaining items of Form 10-K should not be renumbered. In addition, the SEC made three changes to Form 8-K, including adding an instruction that corresponds to an instruction contained in Forms 10-Q and 10-K that allows certain wholly-owned subsidiaries to omit the disclosure of shareholder voting results and to amend the regulatory text to make it consistent with the discussion of the amendments to that form contained in the adopting release. SEC Reaffirms Path Toward IFRS Decision by 2011In late February, highlighting the high profile of the issue, the SEC voted unanimously to issue a Statement at an open Commission meeting regarding its current plans regarding IFRS. It's interesting that the open meeting format was used to approve a statement. Here's Chair Schapiro's opening remarks. As noted in this press release, the Statement: -Reaffirms the SEC's support for a single, globally accepted set of accounting standards (although the SEC still hasn't made a final decision to move to IFRS yet) CDIs: Corp Fin Issues Six More on the SEC's New RulesWhen the federal government finally opened after the mid-February blizzard in DC, Corp Fin issued six more Compliance & Disclosure Interpretations on the SEC's new rules. They include:
Samples: Companies Complying with the SEC's New RulesNumerous members are asking which companies have filed proxy materials under the SEC's new rules so that they can see how they addressed the new disclosure requirements related to board qualifications, leadership structure, risk oversight, etc. Here are a few samples we found so far:
Note that we present these samples just because they are the first ones filed; we haven't analyzed them to determine if they adequately comply with the new rules nor do we necessarily endorse their approach. RiskMetrics' FAQs on SEC's New Disclosure RequirementsIn mid-February, RiskMetrics posted three FAQs to address how their voting policies apply to the SEC's new rules. These FAQs address:
In his "Proxy Disclosure Blog," Mark Borges discusses these new FAQs. Proxy Disclosure: How to Explain the Impact of a Failure to VoteThe decrease in the level of voting in recent years by retaiI shareholders (particularly at those companies using e-proxy) - combined with the increasing likelihood of close votes at annual meetings for a variety of reasons - has pushed more companies to realize that they are involved in "real" campaigns this proxy season. This is a topic that Broc has repeatedly warned you about. We recently received the following from an in-house member: "Due to the loss of the broker vote in director elections, we're probably going to include the following paragraph in the "General Instructions" section of our upcoming proxy statement: Effect of Not Casting Your Vote. If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of Directors (Item 1 of this Proxy Statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of Directors, your bank or broker was allowed to vote those shares on your behalf in the election of Directors as they felt appropriate. Recent changes in regulation were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of Directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of Directors, no votes will be cast on your behalf. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company's independent registered public accounting firm (Item 2 of this Proxy Statement). They will not have discretion to vote uninstructed shares on shareholder proposals (Items 3 and 4 of this Proxy Statement). If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. Broadridge has a standardized buckslip on this subject that they are offering to include - for an additional cost - in full set mailings. Some brokers (egs, Goldman Sachs and Morgan Stanley) are sending similar messages to clients - and some law firms and proxy solicitors have been pushing the idea that companies need to be proactive in educating shareholders (eg. see page 3 of this memo)." Broc's note: This is a good start on the road to real campaigning. However, since many shareholders ignore their proxy materials, companies will need to do more to get the attention of shareholders and communicate the importance of voting. Another cheap and easy step is to build an "annual meeting" home page, as I wrote about in the Spring 2008 issue of InvestorRelationships.com (still available for free). Delaware Chancery Court's Groundbreaking Decision: "Brokers" as RecordholdersHere is some news from John Grossbauer of Potter Anderson: In early February, Delaware Vice Chancellor Laster delivered a potentially important opinion in Kurz v. Holbrook. In it, VC Laster finds valid consents delivered without the consenting party having obtained an omnibus proxy from DTC. The Vice Chancellor held this did not invalidate the consents, because the Cede breakdown is part of the stocklist for Section 219 purposes. In other words, brokers are now "record holders" of Delaware corporations for all purposes. This has potentially significant consequences for consent practice and compliance with notice requirements. He also invalidates a bylaw that purported to reduce the size of the board and to call a special meeting to elect the single remaining common director, finding this would not comport with any of the valid methods for ending the term of an incumbent director. He does say that a bylaw that would reduce the size of the board at an annual meeting could effectively end the term of directors not reelected at that meeting. We are posting memos analyzing this opinion in our "Stockholder Lists" Practice Area. Bringing in the Vote: The Need to Get CreativeDuring his recent snow-in in DC, Broc spent some time pondering how to get more people to vote in corporate elections. As he blogged, Broc believes one necessary first step is enhancing the usability of communications to shareholders. But as we all know, even that will only improve shareholder participation on the margins. As Broc struggled with this diIemma - so desperate he was perusing old Dale Carnegie books about how to win friends and influence people for inspiration - he just happened to hear from Peggy Foran about a novel program that Prudential is trying this proxy season. Broc thinks what they are trying is pure genius. By tying the act of voting to the environment & sustainability movement, the company is trying to make people feel good about themselves when they vote. It will be interesting to see how it pans out in practice. In this podcast, Peggy and Ed Ballo of Prudential explain their company's novel initiative that ties its environmental & sustainability program to bringing in the vote for its annual shareholders meeting (here are two items that will be used in Pru's mailings: program notice postcard and proxy materials insert), including:
Speaking of getting creative, this is one of the more unusual promotions we've come across in a while, courtesy of Smith & Wollensky. . . The IRS' Broad Proposal to Require Tax Uncertainties DisclosureIn late January, the IRS issued a proposed policy (in the form of IRS Announcement 2010-9) that would require corporate taxpayers to make broad disclosures on a schedule regarding their tax uncertainties, pulling information derived from FIN 48. The schedule would require a concise description of each "uncertain tax position" and information about its magnitude, but would not require disclosure of the taxpayer's risk assessments or tax reserve amounts. If this controversial proposal is adopted, it could impact those of us who have to evaluate these positions to draft disclosures to be flied with the SEC. Notable is IRS Commissioner Doug Shulman's recent speech that discusses this proposal. We have been posting memos regarding this development in our "Tax Uncertainties" Practice Area. FINRA: Implementing a Same-Day Clearance Option for Shelf FilingsHere is news from Suzanne Rothwell of Skadden Arps: FINRA's Corporate Financing Department is responsible for the pre-offering
review of public offerings of securities for compliance with FINRA's regulations
governing underwriting terms and arrangements. In most cases, in order for a
shelf takedown to be completed in compliance with FINRA Rule 5110, participating
broker/dealers must rely on FINRA's prior issuance of a "conditional no
objections" opinion with respect to the base shelf prospectus and also obtain
FINRA's opinion of "no objections" with respect to the takedown prospectus. BofA Settles with SEC Over Merger Disclosures: Judge Reluctantly ApprovesIn mid-February – just a few weeks after the SEC announced it had settled (again) with Bank of America over its two actions against the company regarding alleged disclosure deficiencies in connection with BofA's acquisition of Merrill Lynch (one action regarding bonus amounts; the other over operating losses) - Judge Rakoff from the Southern District of New York ended his game of "will he or won't he" and approved the settlement (he rejected a $33 million settlement last September). As noted in this NY Times article, the Judge still expressed displeasure with the settlement - he called it "half-baked justice at best" - even as he issued this order. Not only will BofA pay $150 million to the SEC (to be distributed to harmed shareholders), it will adopt seven governance reforms. The settlement doesn't levy any penalties on current or former executives. Here's the SEC's litigation release - and here is the SEC's brief supporting the settlement and notice of motion (with Exhibit A to that). The seven governance reforms that BofA would be required to implement for a period of three years are: -Provide shareholders with an annual non-binding "say on pay" on executive
compensation Below is an excerpt from the "Proxy Disclosure Blog" from Mark Borges that explains the changes to the SEC's announced settlement: “As part of the Court's order, he modified several of the remedial corporate governance and disclosure measures that BofA must follow for the next three years. Specifically, with respect to the requirements to engage an independent auditor to assess whether BofA's accounting controls and procedures were adequate to assure proper public disclosures and to engage independent disclosure counsel to report solely to the audit committee on the adequacy of the bank's public disclosures, the Bank's choices must be fully acceptable to the SEC (not simply selected in consultation with the SEC), with the Court making the final selection if the parties cannot agree. Interestingly, the Court also proposed that the selection of an independent compensation consultant to advise BofA's compensation committee be made jointly by the compensation committee, the SEC, and the Court (rather than solely by the compensation committee) The Court gave the following reason for this suggestion: The reason for this suggestion was the Court's perception that too many compensation consultants have a skewed focus when it comes to executive compensation, concentrating on what they perceive is necessary to attract and keep "talent" (however defined), and more generally favoring ever larger compensation packages, while rarely taking account of limits that a reasonable shareholder might place on such expenditures. However, in the face of BofA's objection, the Court conceded the point, explaining that the matter should not be a "deal breaker," especially in light of the "Say-on-Pay" vote that the Bank must conduct for the next three years. While it's possible that some of these remedial measures may be superseded by the legislative initiatives that are currently pending before Congress, the fate of these legislative proposals is still very much up in the air. Consequently, BofA's disclosure practices may prove to be a very interesting "laboratory" over the next three years on the merits of these enhanced disclosure techniques.” Below is an excerpt from the NY Times' article, noting that BofA still faces a battle with the New York Attorney General: "The bank still faces a complaint filed last month
by Andrew Cuomo, the attorney general of New York. The judge, after studying
some of the evidence in Mr. Cuomo's case, left room for that case to reach a
different conclusion than the SEC's. NYSE: Annual Corporate Governance Letters Now AvailableIn mid-February, the NYSE issued its annual corporate governance letters - one for domestic companies and one for foreign private issuers. Doing the Math: How Many Proxy Access Comment Letters This Decade?In a recent speech, SEC Chair Schapiro said "we are nearing a vote" on proxy access rule, but she did not provide a timetable. Last month, Broc conducted a poll on this blog regarding how many comment letters have been submitted to the SEC on its various reiterations of proxy access proposals since 2003 (the total does include form letters). The poll results were: - 5% thought there were between 100-500 Well, the last category is the winner. There have been over 50,000 comment letters submitted to the SEC on proxy access over the past 7 years. Unbelievable. That's a lot of hard labor. Here is the math that leads us to this conclusion: 1. 2003 proposal - The SEC received approximately 500 individually signed comments plus form letters from 12,500 others. The SEC held a roundtable in February 2004, after which it received approximately 200 additional individually-signed comments, plus an additional 2,000 form letters. 2. 2007 proposal (alternative 1) - The SEC received approximately 200 comments on this alternative, plus 9,300 form letters. 3. 2007 proposal (alternative 2) - The SEC received approximately 600 comments on this alternative, plus 26,000 form letters. 4. 2009 proposal - The SEC has received over 500 comments so far, but not much in the way of form letters this time around. The latest extension for this proposal has brought in more than 40 letters. So the total of these is roughly 51,800 comment letters. And counting. . . Available Now: Our Guidance on How to Avoid SEC Comment FalloutAs you may recall from Corp Fin Deputy Director Shelley Parratt's speech at our Conference in November, the SEC Staff appears to be drawing a "line in the sand" this year regarding when proxy statement amendments may be necessary. The Staff expects companies to carefully consider the Staff's positions - including those expressed in comments to other companies - when drafting executive compensation disclosure, and that material noncompliance with the rules and the Staff's positions will potentially trigger a request for an amendment of the disclosure (rather than fixing the disclosure in future filings). We recently mailed the January-February issue of The Corporate Executive, which includes a comprehensive analysis of typical Staff comments and how you may avoid related pitfalls, including: - Representative Staff Comments--and Our Practical Guidance Act Now: Please try a 2010 no-risk trial to have this issue rushed to you. January-February Issue: Deal Lawyers Print NewsletterThis January-February issue of the Deal Lawyers print newsletter includes articles on: -Now is the Time for a True Walkaway Number: Model Disclosure for Your CD&A If you're not yet a subscriber, try a 2010 no-risk trial to get a non-blurred version of this issue on a complimentary basis. 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: -Canadian OSC Staff Urges Better IFRS Disclosure More on our "Proxy Season Blog"With the proxy season in full gear, we are posting new items regularly on our "Proxy Season 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: Determining Number of NEOs: Not as Easy as 1, 2, 3 People: Who's Doing What and WhereAt the SEC, Rhea Kemble Dignam has been named Director of the SEC's Atlanta Regional Office and Bill Hicks has been named Associate Regional Director for Enforcement in the Atlanta Regional Office. Conference Calendar
What's New on Our WebsitesAmong other new additions, during the last month we have:
Your Input, PleasePlease let us know what you like - and don't like - so we can tailor TheCorporateCounsel.net to be more of a hands-on resource for you and your colleagues. Because we view TheCorporateCounsel.net as a "community" site, let us know if you would like to contribute content to our site. E-mail comments, suggestions and other input to broc.romanek@thecorporatecounsel.net. How to Receive this E-minders E-Newsletter Each MonthIf you are not yet a member of TheCorporateCounsel.net, we encourage you to take advantage of the special offer and enter a no-risk trial, particularly with all of the changes we will all be facing in the months ahead. Email us at info@thecorporatecounsel.net or call us at 925.685.5111 for more information. You also have our permission - and indeed are encouraged - to forward this issue of E-Minders to anyone that might not yet benefit from it. In the alternative, you can sign them up to receive E-minders each month by going to http://www.thecorporatecounsel.net/E-minders/listmanager.asp - then, input an email address, check the box to receive it each month and click "Submit." Current members of TheCorporateCounsel.net receive this newsletter as one of their benefits of being part of the community if we have their email address. You can provide your email address to broc.romanek@thecorporatecounsel.net or sign up on the web page as noted above. To no longer receive these E-Minders newsletters, go to http://www.thecorporatecounsel.net/E-minders/listmanager.asp, input your email address, check the box to no longer receive it and click "Submit." (c) 2010 Executive Press. This email newsletter is provided for informational purposes only and does not constitute legal advice. Executive Press is not engaged in rendering legal or other professional services. Publication of this newsletter is not intended to create, and the information contained herein does not constitute, an attorney-client relationship. Do not act or rely upon the information and advice given in this publication without seeking the services of competent professional counsel. You may decline to receive further email solicitations from us by sending an email to info@thecorporatecounsel.net or contacting us at Executive Press, PO Box 21639 Concord, CA 94521-0639.
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