May 3, 2005

John Reed to Speak!

We are excited to announce that John Reed will be kicking off our major “2nd Annual Executive Compensation Conference.” In addition to serving as the Chairman of the NYSE until recently, John Reed served as the distinguished CEO of Citigroup for many years.

As many of us may be aware, John Reed and a distinguished group of leaders are spearheading an effort to “Restore Trust in American Business.” With executive compensation in everyone’s crosshairs – from regulators to plaintiffs’ lawyers to shareholders and the American public – we could not think of a more respected and responsible person to kick off this responsible-minded conference. This year’s conference will have an even greater emphasis on the practical guidance that directors (and their advisors) now need to implement in order to meet the new standards – and avoid personal liability – and to restore trust in our system.

A number of other former CEOs and respected directors will be participating in the conference – including Ken West, Sam Skinner, Warren Batts, Ed Brennan, Michele Hooper and Jim Crown – with more to be announced shortly.

We urge our members to sign up – and schedule your directors’ calendars – NOW for this critical conference. As you might recall, SEC Corp Fin Director, Alan Beller, gave his major address on compensation proxy disclosures at last year’s Conference. Learn more in this “Ten Good Reasons To Register for the Conference Now!”

Advance Notification Bylaws

With annual shareholder meetings being held in droves, it felt like a good time to conduct this interview with Marc Weingarten on Advance Notification Bylaws.

By the way, the PricewaterhouseCoopers has this nice 61-pager regarding “Questions that Shareholders Might Ask During the 2005 Annual Meeting” that I have added to our “2005 Proxy Season Center.”

When is a 10-K Really a 10-K?

I have been following an interesting flap between Niagara Corporation and one of its large shareholders over Niagara’s deregistration from the ’34 Act. In a press release, the shareholder claims that the company recently circulated an “annual report” that indicated it was a 10-K, yet the company had deregistered its securities in April 2004. The company responded to these allegations in its own press release later that day.

I haven’t investigated the circumstances behind the flap to determine their veracity, but if the company erroneously identified its annual report as a 10-K – that seems misleading because it represents that the filing contains all the information required by a 10-K, even if the report was not filed with the SEC. On the other hand, I think there would have to be 10b-5 scienter for the statement that it’s a 10-K to have much consequence though. Just musing…