September 21, 2005

New SEC Chairman Vows To Lift Lid On Fat-Cat Pay Deals

Today’s WSJ tackles a topic dear to our hearts with this article – “New SEC Chief Tackles A Big One: CEO Pay.” Here is how that article kicks off: “Chris Cox isn’t starting out as the capitalists’ tool his critics made him out to be. The new head of the Securities and Exchange Commission is smart. He’s got good political instincts. And those instincts have led him to the biggest piece of unfinished business on the corporate reform agenda: CEO pay.”

In addition, the title above and the following excerpt is from yesterday’s Times of London: “Christopher Cox, the new chairman of the Securities and Exchange Commission, has declared war against excessive executive pay amid claims that many American companies try to hide big remuneration deals from investors.

Mr Cox, who has been in the job for little more than a month, has set a specialist team of SEC investigators to the task of discovering how American companies disguise executive pay or special bonuses. “This is one of the first things he (Cox) has prioritised,” a spokesman for the SEC said. “Executive compensation can be opaque and this is what the commission aims to find out about.”

> Learn how to stay out of the SEC’s crosshairs by checking out Ron Mueller and Mark Borges during their panel – “What Now Needs to Be Disclosed in the Proxy Statement” – during the “2nd Annual Executive Compensation Conference.”

The September-October Issue of The Corporate Counsel

In our effort to encourage more responsible behavior in the area of executive compensation, we have made the Sept-Oct 2005 issue of The Corporate Counsel freely available on This issue follows up on our 12-Step Roadmap to Responsible Pay Practices, laid out in two issues from last year (those two issues are also freely available on at the right side of the home page).

Webcast on ’33 Act Reform Transitional Guidance

Don’t forget tomorrow’s webcast – “Drilling Down: Seasoned/Unseasoned Issuers and Voluntary Filers Doing Offerings After the ’33 Act Reform” – featuring Brian Lane of Gibson Dunn & Crutcher; Richard Langan of Nixon Peabody; and David Miller of Faegre & Benson. This panel also will explore the SEC’s new transitional guidance and help you understand what you now need to do with your existing shelfs!

Hurricane Katrina Delays Guidance on Deferred Compensation Plans

From a recent Mullin Consulting alert: “Speaking to the Bureau of National Affairs on September 14, IRS Chief Counsel Donald Korb stated that the agency’s effort to provide hurricane relief has further delayed guidance on deferred compensation plans.

While there was speculation that guidance would be released in time for the mid-September meeting of the American Bar Association Section of Taxation, the devastation caused by Katrina put the agency’s release on hold. Immediate tax relief to Katrina victims has included lifting restrictions on low-income housing nationwide and extending tax-filing deadlines along the Gulf Coast. Korb said additional tax relief for hurricane victims will be forthcoming.

In a telephone call, Daniel Hogans, an Attorney-Advisor in the Office of Benefits Tax Counsel, told Mullin that Section 409A guidance “is in the clearance process right now. It comes down to when the people who sign off will have time to look at it. I’m hoping we’ll see it in the next few weeks, but something like Katrina takes a lot more time than people realize.”