May 12, 2004
Definition of “Material Definitive Agreement”
On pages 4-8 of the March/April issue of The Corporate Counsel, there is a discussion about how the SEC staff might interpret the crucial definition of “material definitive agreement” under the new 8-K regulations. Included in that analysis are notes about comments made by Alan Beller at the ABA meeting in Seattle, particularly in the area of compensation arrangements.
In noting Alan’s comments, we took pains to point out that Alan qualified his comments by stating they didn’t reflect the staff’s final positions. And from what I hear transpired at the ABA-JCEB meeting last week with the staff, we were wise to include that disclaimer. For example, it appears that the staff is now leaning towards requiring an 8-K for each grant to a NEO, even under previously filed plans (contrary to what Alan stated in Seattle).
Learn more about the staff’s latest thinking from our webcast next Wednesday – “Overcoming the Challenges of Real-Time Disclosure” – during which the panel will discuss grey areas and provide practical guidance in those areas that might not be grey, but still will be challenging.
California Dreaming
We have developed a Practice Area devoted to issues raised by California Corporations, including links to the corporate governance web pages of some of the more prominent companies incorporated in California.