September 7, 2007

Chairman Cox Addresses Executive Compensation Comments

On Wednesday, SEC Chairman Cox spent the first three of his six minutes on CNBC’s Squawk Box talking about the SEC Staff’s first wave of comment letters related to its executive compensation review project. Here is the archived video.

Note that the Chairman didn’t specify how many “hundreds” of comment letters will ultimately be sent by Corp Fin. That’s something that isn’t clear now, but probably will be mentioned in the Staff’s upcoming Report.

Also note that not all of the Staff’s comment letters have been faxed out yet. So far, just a first wave has been sent – another wave should be coming in the near future. That should keep some of you on edge…

The Corporate Executive: A Special September-October Issue

Our Sept-Oct issue of the The Corporate Executive is being dropped in the mail today. It provides comprehensive analysis and guidance regarding the Staff’s comment letters. The issue includes sections on:

– Analysis and Guidance: The Staff’s Executive Compensation Comment Letters
– How to Respond to the Comments
– Overall Observations on the Staff’s Comments
– Putting the “A” Back Into CD&A
– Performance-Based Pay Disclosure
– Benchmarking
– Termination and Change-in-Control Arrangements
– Notable Comments on Compensation Tables, Corporate Governance Disclosures and Related Person Transaction Policies

Here is a blurred copy of the issue so non-subscribers can get a sense of what its like. Try a No-Risk Trial for 2008 and get this issue (and rest of 2007) for free. If you are a subscriber, you should be receiving your issue early next week – please don’t call us to get it rushed…

Canada Delays Adopting New Executive Compensation Rules

Recently, the Canadian regulators issued this delaying notice, announcing that it was postponing the adoption of amended executive compensation rules. The proposed rules are fairly similar to what the SEC adopted last summer (see our “International” Practice Area on for firm memos regarding the proposals).

Canadian regulators still hope to adopt new rules, it just needs more time to analyze the comment letters it has received – and they won’t finish that review in time to get new rules out for next year’s proxy season. Looks like about 50 comment letters were submitted, a drop in the bucket compared to the thousands that the SEC’s rulemaking garnered…

– Broc Romanek