TheCorporateCounsel.net

November 10, 2003

NYSE Companies to Receive Clarifying

Later this week, the NYSE will be sending out emails to listed companies to help them understand what to disclose in their 2004 proxy statements regarding their obligations under the new governance listing standards. [Note that my early morning blog regarding relief for 10/31 FYE companies was not accurate.]

I also hear that the NYSE intends to roll out a web page on corporate governance by next fall.

Notes from PLI’s “SEC Hot Buttons” Panel

For TheCorporateCounsel.net subscribers, we have posted notes on the “SEC Hot Buttons” panel that featured Shelley Parratt, Deputy Director for Disclosure, Division of Corporation Finance and Norman Slonaker, Partner of Sidley Austin Brown & Wood.

We will be dribbling out more notes over the week as we clean them up.

’33 Act Reform – Is the End of Paper Nigh?

During one interesting segment of the PLI Conference, Bill Williams of Sullivan & Cromwell went over a potential framework of how it might look. Corp Fin Director Alan Beller noted that the SEC staff was working on a proposed framework and it was his belief (not speaking for the Commission) that it would be out “not too far in ’04.”

Regarding the ongoing “access vs. delivery” debate, Alan stated his belief (again, just his own beliefs) that the policy decision regarding whether investors had sufficient Internet access had already been made – so that delivery didn’t seem to make sense except for preliminary prospectuses in the IPO context.

By the way, the SEC staff is taking great pains to not use the ill-fated “aircraft carrier” terminology when referring to this ’33 Act reform project.

Governance Woes Continue on All Sides

In my humble opinion, one of primary problems with the SEC’s shareholder access proposal is that the governance practices of many investors are no better than those of public companies. That is now becoming all too clear in the case of mutual funds (check out today’s editorial by Nell Minow in the USA Today).

The recent disclosure of the $9 million compensation earned by TIAA-CREF’s CEO, Herbert Allison – who interestingly enough was just named to be on the NYSE new board – is another case in point. Here is what the NY Times said on Saturday:

“Some experts questioned the size of the package. Ashton McFadden, managing principal of James Beck Global Partners, a New York executive recruitment firm specializing in the asset management industry, said that a $9 million package put Mr. Allison on the high end of chief executive pay in the asset management industry, even considering the amount of assets TIAA-CREF manages. He also said that a $24 million severance package and a lifetime pension were unusual.”