September 24, 2004

A New Sample 8-K Policy!

Right before yesterday’s popular 8-K webcast (audio archive available now; transcript in about a week), we posted a new 30-page inhouse 8-K policy. Among other features, it includes a description of the roles for each member of the disclosure committee and a great process flowchart.

SEC Brings Enforcement Action over GE Compensation Disclosures

Picture proof that you don’t want to miss Alan Beller’s lunchtime speech at the October 20th Executive Compensation Conference – and hear how the SEC is getting tough over compensation disclosures – is yesterday’s settlement with GE over the failure to fully describe the substantial benefits it had agreed to provide Jack Welch under an employment and post-retirement consulting agreement.

If you read – and you should read it! – the administrative proceeding release, you will get the sense of how Enforcement appears to be upset with disclosure counsel’s role in this action. In addition, Enforcement doesn’t appear happy with how the GE board of directors accepted the lowball estimate of the value of Welch’s retirement benefits.

On, we have many practice pointers devoted to perks and retirement benefits (not to mention our Model Section for the Compensation Committee Report) – but one of the most provocative is a chapter on Plane Perks written by David Kay Johnston, a NY Times reporter (we thought so highly of this chapter that we paid the publisher for the rights to reproduce it) and that chapter starts off with a discussion of GE.

I know that I prattle on about the October 20th Conference – but if you are disclosure counsel, you should realize that this conference is for you; it is not just for benefits counsel. Evidenced by the SEC’s GE action and the pending Tyson Foods action (not to mention the judiciary and the IRS activity in this area), the regulatory and liability standards in this area are changing right now – and you are at risk.

It is akin to how we all became corporate governance experts two years ago – compensation is what truly drives the governance bus and this conference (along with the resources) will bring you up-to-speed quickly. So join the 400+ that have already registered for the conference – in person or by webcast – by registering now and gain immediate access to!