June 23, 2004

A Special May/June Issue of

Due to our strong beliefs in the message contained in the just-published May/June issue of The Corporate Counsel, we have decided to post a free, electronic version of it on our new website, – complete with links that will take you directly to a wealth of important supporting materials, such as responsible practice pointers that have been submitted by members of our Task Force. This special issue provides a roadmap for compensation committee, laying out a 12-Step Program for responsible compensation practices.

Our Executive Compensation Task Force consists of over 80 of the top compensation lawyers and consultants – and these practice pointers have just started to roll in and many more will be posted in the coming days leading up to the Major 10/20 Compensation Conference, which is co-sponsored by the NASPP, The Corporate Counsel and The Corporate Executive.

Although the issue is posted in the publicly accessible section of – note that many of the links are to materials and memos that can only be accessed by those that sign up for the October 20 Major Compensation Conference – you can register to attend the live conference in San Francisco or you can register for webcast access to the conference. Either type of attendance will entitle you to access all of the “one-stop” resources on (And we have special rates for those that are NASPP members or those at a firm/company that register more than one person).

You should note that in drafting this issue of The Corporate Counsel, some of our colleagues reviewed early drafts and thought that the standards we espouse are too high (but they all believed that the message still needed to be made). After careful consideration, we decided to stand by these standards – as we believe that high standards are absolutely necessary in the wake of so many past compensation excesses.(And early reactions to the issue support our decisions – one esteemed colleague called it our most crucial issue in 30 years.)

Part of our reasoning is that without high standards, Congress and regulators will implement standards that make ours look weak – just look at the non-qualified deferred compensation legislation that has already been passed by the House and the Senate (it would impose stringent standards on deferred comp arrangements that would result in ALL deferrals being immediately taxed and penalized if a single violation within the plan occurred). Note that this legislation is being extensively covered on both and

SEC Proposes Section 16(b) Rulemaking

Yesterday, the SEC proposed amendments to Rules 16b-3 and 16b-7 to address the Third Circuit opinion in Levy v. Sterling Holding Company, LLC (Cert. denied by the Supreme Court). The SEC also proposed to amend Item 405 of Regulations S-K and S-B to harmonize it with recent changes in the Section 16 area (ie. shorter Form 4 due date, mandated electronic filing and web site posting of Section 16 reports).

Alan Dye will blog more about this important development in his Blog.