July 21, 2004

Help with Your Form 10-Q

I’ve had a number of members ask to see the useful 10-Q checklist from Wilmer Cutler Hale & Dorr that we had posted on the home page a few months back. It is contained in our new “Form 10-Q” Practice Area, along with other useful resources (including a link to our “Stock Repurchase” Practice Area which includes Item 703 guidance.

Tally Up Sheets Now Available!

One common question I have received: “Why do you keep emphasizing the need for compensation committees to tally up compensation packages before they approve any additional component or approve the annual pay package? That is such common sense, they must be doing that.”

I agree it is a matter of common sense. But that is a question to pose to the compensation committee(s) that you advise. In speaking to many directors now, it doesn’t appear that the use of tally up sheets is common at all. In fact, we struggled to find a sample for several months – despite access to a remarkable (and large) Task Force comprised of the country’s top compensation consultants and lawyers (note that some Task Force members didn’t want to share their proprietary tally up formulas).

We thank Mike Kesner, who is head of Deloitte’s Executive Compensation practice, for sharing two sample tally up sheets in the change-of-control context. Recall Fred Cook’s advice from his practice pointer that I blogged about a few weeks back: compensation committees are urged to prepare tally up’s in five different termination scenarios.

Mike’s samples address one of those scenarios – and they illustrate that preparing a tally up is not as simple as it would appear. Mike’s samples are in the “How to Calculate and Tally-Up Hidden Benefits” section of

Hedge Fund Proposal and Dissents Available

The SEC has posted the hedge fund proposing release – and the dissents from Commissioners Glassman and Atkins – that was approved last week.