Hopefully, the uncertainty surrounding the possible need for CEO/CFO certifications for Form 11-Ks will soon be over. We understand that the SEC staff is in conversations with the DOL staff on this issue.
Since the SEC’s request for comments a few weeks back, we now have a company that has offered shareholders access to the ballot as part of a recent settlement of a Milberg Weiss shareholder suit (Bill Lerach and Bob Monks teamed up on this one). According to a press release, the settlement with Hanover Compressor involves two new independent director positions to the board to be nominated by shareholders holding more than 1% of outstanding shares. The settlement also includes a number of other governance restrictions, such as shareholder approval for new executive option plans and repricing of stock options and rotation of the independent auditors every 5 years. See the related Business Week article at http://www.businessweek.com/bwdaily/dnflash/may2003/nf20030514_3438_db002.htm.