January 25, 2007

Corp Fin Posts Executive Compensation FAQs

Yesterday, Corp Fin posted interpretive guidance on the new executive compensation rules. The guidance is divided into two sections – 28 questions & answers and 18 telephone interp-style responses. The second part replaces the S-K Item 402 interpretations in the July 1997 Telephone Interpretations and its March 1999 Supplement.

This new Corp Fin “Staff Compliance and Disclosure Guidance” page apparently means that the Staff has devised a new way to provide us with written guidance. The end of Telephone Interps perhaps?

Some Thoughts about Foreign Private Issuer Deregistration

With comments due to the SEC by mid-February, in this podcast, Andy Bernstein of Cleary Gottlieb provides some insight into the SEC’s re-proposal regarding foreign private issuers and deregistration, including:

– Why did the SEC re-propose its FPI deregistration scheme?
– How does the re-proposal differ from the SEC’s original proposal?
– What types of comments do you expect to be made on the re-proposal?
– If the re-proposed rules are adopted, do you think that many foreign companies will take advantage of them and deregister?

Hewlett Packard Files Proxy Statement With “Access” Proposal

Yesterday, Hewlett Packard filed its proxy statement – and included AFSCME’s shareholder proposal regarding shareholder access (note that their executive compensation disclosures were filed under the old rules). Probably a smart move given the risk of exclusion.

Interestingly, the company asserts that supermajority approval is necessary before it can amend its bylaws. I’m not sure that the proponents had supermajority approval requirements in mind when they submitted the proposal.

The Bloomberg-Schumer Report

Earlier this week, Mayor Bloomberg and Senator Charles Schumer – with the the assistance of McKinsey – issued this report about how New York City is losing its competitive edge and could give up its lead as the financial capital of the world in as little as 10 years. The D&O Diary provides some lengthy analysis on this new report. Not sure all these reports really have traction on the Hill and in the federal agencies…but we shall see…