June 25, 2007

Last Week for Early Bird Discount!

Expires This Friday! Our Early Bird Discount for the “Member Appreciation Package” to attend our three special Conferences via video webcast expires this Friday. Act now to save $300; the Package includes:

– “Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference” (10/9)
– “Hot Topics and Practical Guidance Conference: The Corporate Counsel Speaks” (10/10)
– “4th Annual Executive Compensation Conference” (10/11)

SEC Posts Rule 144/145 Proposing Release

Late Friday, the SEC posted the proposing release regarding changes to Rules 144 and 145. As these rules are some of the “bread and butter” issues that we have been writing about in The Corporate Counsel for over 30 years, rest assured that we will be analyzing these proposals in upcoming issues…

[What’s the story with this dramatic chipmunk? Make sure you see the “director’s cut” version too…]

Outside Counsel Serving as In-House Counsel

In this podcast, Margaret Rosenfeld of Smith, Anderson explains what’s it’s like for someone at a law firm to serve as in-house counsel, including:

– Is it necessary for a public company to have an in-house lawyer with knowledge of the securities laws?
– If there is no in-house securities lawyer, who do you usually work with at a company?
– What do you do to ensure that a client’s legal or finance staff has sufficient knowledge to be able to interface appropriately on securities law issues?
– What risks does a company face that tries to handle its compliance, disclosure and corporate governance work internally alone (even if they have the internal expertise)?
– Is it cost-effective for a public company to have only outside securities counsel?

Survey Results: Board Evaluations

We have wrapped up our quick survey on board evaluations; below are the results:

1. When is your company’s board evaluation typically conducted:

– During the fiscal year in which board performance is evaluated – 52.5%
– Following the fiscal year, but before the proxy statement is filed – 39.0%
– Between the filing of the proxy statement and the annual meeting of shareholders – 6.8%
– We do not perform annual board evaluations – 1.7%

2. In conducting board evaluations, some boards use written questionnaires and some use oral interviews (or both). At our company, we use:

– Written questionnaires only – 60.0%
– Oral interviews only – 13.3%
– Both written questionnaires and oral interviews – 26.7%

3. If written questionnaires are used in the board evaluation process, are copies retained:

– Yes – 44.4%
– No – 55.6%

4. Who manages the board evaluation process:

– Non-executive board chair or lead director – 11.9%
– Chair of governance/nominating committee – 42.4%
– All members of the governance/nominating committee – 6.8%
– General counsel/other in-house counsel – 25.4%
– Outside counsel/consultant – 6.8%
– CEO – 0.0%
– Other – 6.8%

5. Is a written report produced based upon the results of the board evaluation:

– Yes – 67.8%
– No – 32.2%

6. How do the minutes reflect the board evaluation results:

– Brief summary of results, without including conclusions – 26.3%
– Brief summary of results, including conclusions – 43.9%
– In-depth details of the results – 0.0%
– Minutes do not reflect results – 29.8%

The Art of the Cross-Border Deal

We have posted the transcript from our recent webcast: “The Art of the Cross-Border Deal.”

– Broc Romanek