September 27, 2006

Beware: CD&A Mock-Ups

A guest blog from Jesse Brill: Since time is of the essence – and we all face a formidable challenge – when we sit down to draft and review the new CD&A for the upcoming proxy season, we can understand the appeal of getting your hands on a mock-up CD&A. We have reviewed a few mock-ups that law firms have drafted and – at least, so far – they tend to provide the kind of pap that the SEC is trying to get away from.

The mock-ups punt on analysis and give the impression that the sample is a good starting-off point. We disagree – and we have decided not to post any samples yet because we believe we would be doing a disservice to those of you trying to comply with the SEC’s (and shareholder’s) expectations.

We urge law firms drafting samples to underscore the critical analysis that is expected. Otherwise, clients will fall into the trap of merely disclosing all the generalities and boilerplate that the SEC and shareholders do not want to see. If we find a good sample, we will immediately post it and make everyone aware that it’s reliable as a sound example. Of course, every company’s circumstances are different and each CD&A should be unique.

Remember that there is guidance out there available for you as you sink your teeth into a CD&A. We encourage you to read our complimentary Special Supplement to the September-October 2006 issue of The Corporate Counsel before you begin to consider your CD&A. For directors, you should check out this complimentary issue of Compensation Standards, which has a lead article on the board’s role in the CD&A process.

What You Need to Do Now: On October 12th, join the 2000 that will participate in Las Vegas – or the more than 3000 that will watch by nationwide video webcast for the “3rd Annual Executive Compensation Conference.” To be able to understand the practices that you will be describing in the CD&A, you need to attend this major one-day conference that has become a “must” for all directors and all those involved with executive compensation. Note that registration rates are more than half-off for members.

By looking at our agenda for this Conference, you can see that this year’s conference will be even more crucial than before to watch live or by archive. Register today.

Webcast Attendees: Time to Test Your Connection

As always, for those attending the “3rd Annual Executive Compensation Conference” by video webcast, we strongly advise that you ensure you have the proper connection and equipment before the Conference. You should act now to test your ability to access video as you will not be able to test after Thursday, September 29th.

It’s That Time of the Year Again – End of the SEC’s Fiscal Year

When fiscal year 2007 starts on October 1st, the SEC will likely be operating under a continuing resolution as it normally does (under which fees remain at their current rates) – see last year’s blog as to why this is an annual rite. Once Congress approves the SEC’s ’07 budget, registration fees will go down to $30.70 per million from $107.00 per million. See the SEC’s latest fee rate advisory.