September 18, 2007

Executive Compensation Comment Creep?

A handful of members have recently told me that their client have gotten over 15 executive compensation comments on IPO filings sometime during the past month. I believe that this is a marked departure from the Staff’s practice since the SEC adopted new comp rules a year ago as the Staff had been avoiding providing many exec comp comments on registration statements (with some exceptions). I guess now that the Staff is sending comment letters devoted to compensation issues as part of its compensation review project, this area is “fair game.”

In addition to our comprehensive guidance regarding the Staff’s comment letters in the Sept-Oct issue of The Corporate Executive, a number of firms have issued memos about the comment letters. We have posted these memos in our “The SEC’s New Rules” Practice Area on

Crunch Time!

Three weeks until our “2nd Annual Executive Compensation Disclosure Conference.” Most law firms have re-upped their firmwide license so that everyone in the firm can take in this practical Conference via video webcast. However, it’s always surprising how some folks wait until the very last minute to register.

And note that for just $200 more, your firm can get a firmwide license to all three of our October Conferences via our “Member Appreciation Package.” Here is the agenda for all three of these Conferences.

If you need help navigating what you should do to register – or have a budget issue – I urge you to contact me (here is my contact info) – or our HQ at 925.685.5111 or

Workpaper Confidentiality, the IRS and FIN 48

A recent case may serve as a blueprint for companies to preserve claims of work product protection for their tax documents, including those documents that support their FIN 48 determinations. As you may recall from an earlier blog, the IRS reportedly is reading FIN 48 disclosures (as well as SEC comment letters and responses) to assist them in finding companies to challenge.

We have posted memos regarding the Textron case in our “Attorney-Client Privilege” Practice Area (including the opinion) – and here is a discussion from the TaxProf Blog.

– Broc Romanek