TheCorporateCounsel.net

Below are the results from a recent survey that I conducted on the topic of proxy drafting responsibilities (including items such as the amount of time consumed; compare these results to same survey conducted in ’10):

1. The following takes the lead in drafting the proxy statement at our company (excluding the executive compensation disclosures):- In-house Securities Attorney – 64%
– In-house Human Resource Staff – 3%
– In-house Accounting Staff – 3%
– General Counsel – 8%
– Corporate Secretary/Assistant Corporate Secretary – 21%
– Outside Counsel – 7%
– Outside Consultant – 2%
– Other – 2%

2. The following takes the lead in drafting the CD&A/other executive compensation:
– In-house Securities Attorney – 59%
– In-house Human Resource Staff – 33%
– In-house Accounting Staff, including CFO – 5%
– General Counsel – 12%
– Corporate Secretary/Assistant Corporate Secretary – 19%
– Outside Counsel – 11%
– Outside Consultant – 5%
– Other – 1%

3. The following provides significant assistance in drafting the CD&A/other executive compensation disclosures:
– In-house Securities Attorney – 37%
– In-house Human Resource Staff – 55%
– In-house Accounting Staff, including CFO – 28%
– General Counsel – 12%
– Corporate Secretary/Assistant Corporate Secretary – 18%
– Outside Counsel – 21%
– Outside Consultant – 20%
– Other – 6%

4. The following are involved in reviewing and providing comments on the draft CD&A/other executive compensation disclosures:
– In-house Securities Attorney – 46%
– In-house Human Resource Staff – 70%
– In-house Accounting Staff, including CFO – 60%
– General Counsel – 58%
– Corporate Secretary/Assistant Corporate Secretary – 47%
– Outside Counsel – 78%
– Outside Consultant – 59%
– Other – 15%

5. For the lead drafter, the following is the estimated amount of time devoted to drafting proxy disclosures for this year:
– Less than 100 hours – 27%
– 100-200 hours – 38%
– 200-300 hours – 20%
– 300-500 hours – 10%
– Too many hours to even estimate – 5%

6. For all those involved in drafting proxy disclosures (including the lead drafter as well as people outside the company), the following is the estimated amount of time devoted to drafting proxy disclosures for this year:
– Less than 100 hours – 8%
– 100-200 hours – 21%
– 200-300 hours – 20%
– 300-500 hours – 25%
– 500-700 hours – 6%
– Too many hours to even estimate – 20%

Please take a moment to respond anonymously to our “Quick Survey on Distributing Proxy Materials Via E-mail to 401(k) Plan Participants‘ and ‘Quick Survey on Pay Ratios.”

Conflict Minerals: Court of Appeals Sets Emergency Motion Schedule

As noted in this Akin Gump blog, in response to NAM’s emergency motion for stay filed on Monday, the US Court of Appeals for the DC Circuit issued an order yesterday setting the briefing schedule so that appellees’ opposition to the emergency motion will be due by May 9th – and appellants reply will be due by May 13th. Given the June 2nd reporting deadline, NAM has requested a decision by May 26th…

Capital Formation: 15 House Financial Service Bills Marked Up

As noted in the “MoFo Jumpstarter,” a total of 15 capital formation bills were marked up yesterday in the House Financial Services Committee. With so many “entrants,” it feels like the Kentucky Derby. Wonder what the betting line is for each of those? And does some bill have to “win” and move on to become a law?

– Broc Romanek