September 21, 2004

A Tally Sheet for You

Although putting together a tally sheet is not as simple as it sounds in theory (i.e. adding up the various components of a senior managers compensation package), we are excited to add a very practical tool to – an Excel spreadsheet to use as the basis for your tally sheets. This Comprehensive Tally Sheet was contributed by Task Force members Matt Ward of Aon Compensation Consulting and Joshua Lurie of eComp Data Services Groups.

You can find this invaluable tool in our “How to Calculate and Tally-Up Hidden Benefits” section – and you can gain access to that now by registering for the October 20th Executive Compensation conference.

SEC Provides Unbundling Guidance

Yesterday, the Corp Fin provided its first update to the Telephone Interpretations Manual in years – when the Office of Mergers & Acquisition addressed the topic of unbundling under Rule 14a-4(a)(3). This update is in the fifth supplement to the Telephone Interpretations Manual.

The Staff decided to provide this interp after watching companies throw the kitchen sink into merger proposals – including significant corporate governance and anti-takeover provisions. Apparently, the straw that broke the camel’s back was an attempt by Comcast/AT&T Broadband to include what was referred to as an “atypical governance proposal” – a provision that eliminated the election of directors for three years – in their merger proposal.

The new interp lays out when unbundling is required (and when it’s not mandated). According to the interp, unless immaterial, matters should be unbundled on a ballot if:

– the provisions in question were not previously part of the company’s charter or bylaws;

– the provisions in question were not previously part of the charter or bylaws of a public acquiring company; and

– state law, securities exchange listing standards, or the company’s charter or by-laws would require shareholder approval of the proposed changes if they were presented on their own.

Comparison of Rights of First Refusal and First Offer

Check out the September installment of Carl’s Corner that provides a Comparison of Rights of First Refusal and First Offer.

If you can’t get enough of Carl’s wisdom – he was an advisor to Corp Fin in the early ’60s – you should review the interesting interview with him that is posted on the SEC Historical Society’s site.