February 9, 2004

Notes from Northwestern’s San Diego

With big thanks to Richard Blake and Bret DiMarco of Wilson Sonsini Goodrich & Rosati, we have posted notes from Northwestern’s Securities Regulation Institute in San Diego – these notes cover 13 panels!

Company Fights “Opt-In” Shareholder Proposal on False & Misleading Grounds

I reported last month that Marsh & McLennan had received the first “opt-in” shareholder proposal under the proposed shareholder access rules. IRRC now reports that the company has sought no-action relief on two different grounds – that the proposal is false and misleading under Rule 14a-8(i)(3) and that the proposal deals with election of directors under Rule 14a-8(i)(8).

Interestingly, the company argues that it is false and misleading because the shareholder access rules are not finalized yet and the shareholder proposal implies that they are. We will be keeping a close eye on this one…

What the Top Compensation Consultants Are NOW Telling Compensation Committees

The NASPP has announced a tremendous webcast – “What The Top Compensation Consultants Are NOW Telling Compensation Committees” – scheduled for Thursday, March 18th. Try a no-risk trial membership to the NASPP and hear the top consultants “tell it like it is.”

If you didn’t see yesterday’s NY Times, Jesse Brill spoke out in an article by Gretchen Morgenstern about companies going beyond what is legally required to provide fuller disclosure of executive compensation arrangements, including deferred compensation and SERPs.

Come on, Antonin

Today, the Washington Post runs a interesting analysis of how US Supreme Court Justice Antonin Scalia refuses to recuse himself from a case in which VP Dick Cheney is a named defendent – Antonin had went on an extended duck hunting trip in January with Cheney after the court had agreed to hear the case (and flew to Louisiana for the trip on an official aircraft). Supreme Court Justices are able to determine their own impartiality. This smacks of one of the primary issues that governance reform is intended to fix – the elimination of the perception of conflicts.