TheCorporateCounsel.net

Last week at the European Policy Forum in London, Delaware Vice Chancellor Leo Strine criticized the Sarbanes-Oxley Act by calling it a “strange stew,” noting the “creeping intrusion” of regulatory oversight, and suggesting that the federal government should stay “in its traditional lane” on matters of corporate governance. More information on VC Strine’s speech is provided in this CFO.com blog – interestingly, the Financial Times ran three different articles covering this speech. Note that the speech itself is available only by request from the European Policy Forum.

More on Blackout Periods

Below are the results from our most recent survey about blackout and window periods (here are results from last year’s blackout survey):

1. Does your company ever impose a “blanket blackout period” for all or a large group of employees?
– 70% – Regularly before, at, and right after the end of each quarter
– 13% – Only in rare circumstances
– 17% – Never

2. Our company’s insider trading policy defines those employees subject to a blackout period by roughly:
– 3% – Stating that all Section 16 officers are subject to blackout
– 12% – Stating that all Section 16 officers “and those employees privy to financial information” are subject to blackout
– 28% – Stating that all Section 16 officers “and others as designated by the company” are subject to blackout
– 35% – Stating that all Section 16 officers “and those employees privy to financial information and others as designated by the company” are subject to blackout
– 12% – All employees
– 12% – Some other definition
– 0% – Our company doesn’t have an insider trading policy

3. Does your company allow employees (that are subject to blackout) to gift stock to a charitable, educational or similar institution during a blackout period?
– 28% – Yes, but they must preclear the gift first
– 9% – Yes, and they don’t need to preclear the gift
– 26% – No
– 38% – Not sure, it hasn’t come up and it’s not addressed in our insider trading policy

4. Does your company allow employees (that are subject to blackout) to gift stock to a family member during a blackout period?
– 33% – Yes, but they must preclear the gift first
– 9% – Yes, and they don’t need to preclear the gift
– 19% – No
– 40% – Not sure, it hasn’t come up and it’s not addressed in our insider trading policy

5. Are your company’s outside directors covered by blackout or window periods and preclearance requirements?
– 99% – Yes
– 1% – No

It needed a kick in the pants when I blogged about it last Friday, but now it’s fixed and you can participate in the new quick survey on how the head of internal audit interfaces with the board of directors (and who he/she reports to). Take a moment to participate in the survey near the top of our home page.

Rep. Oxley and Aircraft Use

It’s amazing how many items I could be blogging about every day. For example, I kept putting off commenting on this April article on how Rep. Michael Oxley (R-Ohio) is the most frequent user of company jets among all 535 members of Congress, with at least 41 flights provided by corporations during the past two years. Odd for the co-father of SOX?

Congress is required to reimburse companies from their campaign accounts or political action committees at the cost of a first-class airline ticket, but there is a big difference between the cost of ticket and the cost of a private jet, some of which are equipped with showers and exercise bikes. Sound familiar? Learn more about executive use of aircraft in the “Airplane Use” Practice Area on CompensationStandards.com.