November 3, 2006

Posted: CD&A Template and Checklist

A few weeks ago, I blogged about Jesse Brill’s warning to be wary of CD&A mock-ups that were not up to snuff. We have just posted a “CD&A Template and Checklist” by ExeQuity that begins to address the kind of analysis that will be necessary. It is posted in the “CD&A” Practice Area on

We are hoping to see more examples that actually show, for example, that the compensation committee has utilized the key tools that are now expected to be used as part of the board’s analysis and decision-making — and then provide the assessment of the results and the basis for the decisions that followed. We encourage our members to re-read the “CD&A Pointers” provided in the September-October issue of the The Corporate Counsel – as well as the points made about the CD&A in the Special Supplement to that September-October issue.

CEOs and Country Club Memberships

Yesterday, USA Today ran this article that shows that some CEOs belong to three, four and five country clubs at once. It will be interesting to see how the USA Today research compares against what is disclosed in next year’s proxy statements.

Country club memberships can pose interesting disclosure challenges, ranging from whether it is even a perk (depending on how its used and by whom) to how to value the membership when it is considered a perk. Our ongoing “Perk Survey” poses some questions about these topics.

Sidenote: I have a quote in the article about the practice of companies paying taxes for these memberships and how that is “radioactive”; this quote is out of context as my real intent was that I believe that gross-ups are foremost on shareholder’s minds when it comes to abusive pay practices. This MarketWatch quote on a different topic is more on the money…

Available: Adopting Release for Best Price Rule Amendments

Yesterday, the SEC posted the adopting release for its best price rule amendments. They will become effective 30 days after publication in the Federal Register.

November E-Minders is Up!

The November issue of our monthly email newsletter is now available.