December 19, 2006
Sample CEO Succession Plan
Yesterday’s WSJ carried an interesting article regarding interim CEOs and CEO succession planning (or more accurately, lack thereof). As I have pointed out a few times, the last remaining key area of corporate governance untouched by the reform wave of the past 5 years is CEO succession planning. It’s such a critical task for boards to perform, yet it is rarely done – and it was very hard for me to locate a company that actually had something in writing! I have added this sample CEO succession plan (in a Word file) to our “CEO Succession” Practice Area and our “Sample Documents” Portal.
404 Extension: Traps for the Unwary
Regarding last week’s release that further postpones the 404 compliance date for non-accelerated filers, thanks to Mike Kaplan of Davis Polk and John Newell of Goodwin Procter for the following traps for the unwary:
– If you become accelerated or large accelerated during the extension period, the postponement relief no longer applies (the same caution the SEC gave us last time)
– The extension for non-accelerated filers is for companies who are not accelerated filers at the end of the applicable year (so if you have a $55 million float in May, you need to decide whether you think your float may go up to $75 million by June 30th, in which case you now have just 6 months to finish 404 compliance – or you need to decide to spend money now, just in case your stock goes up)
– If you go public early in a year (pre-2/15 for US companies; pre-3/31 for FPIs) off of 9-month numbers, your first annual report (on which you get a pass) is the one you file within a few months after you go public; you are then subject to 404 in your next annual report, which is due the following year and covers a period before you went public (this may force people to delay 1st quarter IPOs or to spend money on SOX work before they are even public)
Tis the Season to Renew
As all our memberships are on a calendar year basis, don’t forget to renew them before the end of next week. You can renew all of our publications in our “Renewal Center” located at the top right of TheCorporateCounsel.net home page.