November 13, 2003

PLI Notes about Attorney Responsibility

Last week’s PLI conference had quite a few panels about “reporting up” – including a speech by SEC Chair Donaldson – but the SEC did not tip its hat regarding whether its outstanding “noisy withdrawal” proposal will be adopted.

For subscribers, we have posted notes from one of the panels from the PLI Pre-Conference on attorney responsibility standards – the panel that included Jack Bostelman, Stan Keller, SEC staffer Richard Humes and others.

Results from the Microsoft Annual Meeting

At Tuesday’s annual meeting, Microsoft shareholders approved a proposal to let employees be paid with restricted stock units instead of options – a plan that was opposed by CalPERS. CalPERS voted against the proposal because Microsoft didn’t say what percentage of stock grants would carry performance criteria and because those criteria aren’t strong enough. Calpers owns 55.7 million shares of Microsoft stock.

A number of investor groups have expressed displeasure over the fact that Microsoft did not put its underwater exchange option arrangement with JP Morgan on the ballot.

Also noteworthy, former Microsoft president and board member Jon Shirley was removed from the company’s audit committee after complaints from CalPERS and the Ohio Public Employees Retirement System (the funds said a former employee shouldn’t sit on the committee).