January 13, 2005
US Supreme Court Rules on Federal Sentencing Guidelines
Yesterday, the US Supreme Court issued its opinion and syllabus on the Federal Sentencing Guidelines in a decision on two drug cases (note this document is subject to formal revision before official publication). This is a complex opinion with dissents.
Mike Holliday reports that the Court found that the Sixth Amendment – regarding jury trials – as construed in the Blakely case applies to the Sentencing Guidelines and, in light of this holding, that two provisions of the Sentencing Reform Act that have the effect of making the Guidelines mandatory must be invalidated. The syllabus states that as so modified, “the Act makes the Guidelines effectively advisory, requiring a sentencing court to consider Guidelines ranges . . . but permitting it to tailor the sentence in light of other statutory concerns . . .”
Broader interest in the case has to do with companies having an “Effective Compliance and Ethics Program” as a mitigating factor in the sentencing of organizations under the Federal Sentencing Guidelines. Mike thinks that this decision does not change the desirability for companies to maintain these programs – but we are both interested to see what lawyers following the case think.
The Compensation Disclosure Blog
Very happy to announce that a panelist from today’s CompensationStandards.com webcast – Mark Borges of Mercer Consulting – has commenced blogging in “The Compensation Disclosure Blog.”
Through his blog, Mark will assist you to understand the evolving nature of compensation disclosure during this proxy season – and highlight examples as he sees them. Thus, the goal is to maintain this blog only for a few months – the first “limited time only” blog! Feels like I am seeding new bloggers on almost a daily basis now and loving every minute of it.
If you will participate in today’s webcast and plan on taking notes, print out these questions that the panelists will address.
NYSE Updates Equity Compensation FAQs
Yesterday, the NYSE posted updated FAQs regarding Section 303A.08, which requires shareholder approval for equity compensation plans. The updated FAQs relate to:
– whether amendments to equity compensation plans to comply with Section 409A of the Internal Revenue Code require shareholder approval (C-15)
– whether shares available under a plan of an acquired company may be used after the acquisition for grants to persons who were non-employee directors or consultants of the acquiring company or its subsidiaries prior to the acquisition (E-6)
– revised answer to clarify that references to consultants in the rule include anyone for whom the company uses or would be permitted to use a Form S-8 registration statement to register the equity granted (F-1)