October 27, 2005

COSO Proposes Internal Controls Framework for Small Businesses

Yesterday, COSO proposed much-needed guidance on the use of its internal controls framework to address the needs of smaller businesses. This 207-page exposure draft outlines 26 fundamental principles associated with the 5 key components of internal control: control environment, risk assessment, control activities, information and communication; and monitoring.

Here is a SEC press release praising COSO’s proposal and seeking comment on its own internal control actions.

Chancellor Chandler Speaks on Executive Compensation

On Tuesday, at the NACD Annual Conference, Chancellor Chandler spoke on excessive executive compensation. As noted in this Reuters article, Chancellor Chandler said “”If neither the courts nor the markets are able to restrain executive compensation, and if you the decision-makers fail … the result will be imposition of regulatory controls” and “The entire matter of executive compensation, which seems in some cases to have come spectacularly unhinged from the market for corporate talent, will either be regulated by you the fiduciaries, or by the politicians.” That’s some pretty strong language for those of you looking to interpret the Chancellor’s Disney opinion.

In the past few months, I have listened to about a half-dozen panels talk about the Disney case and not a single one has mentioned that the case has been appealed – yes, there will be a new Disney opinion coming out of the Delaware Supreme Court sometime in 2006.

RealPlayer Not Available for Monday’s Video Conference

We have just learned that Hurricane Wilma has impacted the company that will be streaming the simultaneous live video webcast of the “2nd Annual Executive Compensation Conference” – so you will NOT be able to watch the video of the conference using RealPlayer.

However, Windows Media will still work to watch the Conference on Monday (and we are told that we will have the archived video available for RealPlayer – but we don’t know when yet).

Most computers have Windows Media already installed, if yours does not – you can download it here. We have extended the test for those who may have tested for RealPlayer – you should now test using Windows Media if you plan to watch the Conference on Monday.

The Convergence of Hedge Funds and Its Impact on M&A

On, we have posted the transcript for the popular webcast: “The Convergence of Hedge Funds and Its Impact on M&A.”