September 13, 2007

Give Your Directors the “Good Stuff”

Our Fall 2007 Issue of Compensation Standards print newsletter is now available. We’ve been giving this valuable newsletter to you free all year in an effort to get the “responsible” message in front of directors. This print newsletter is written with directors in mind, short and to the point – and practical.

Sign up today for these free issues. Remember you can sign up to receive multiple copies so you can deliver them to your directors – or you can sign up your directors so they receive them directly from us.

It’s important that directors continue to read about responsible practices. Other publications that cater to directors are not wed to this concept. For example, a recent issue of a board publication has a nice piece about “What to Do About Those Outrageous CEO Severance Deals” – but it only skims the surface, without guidance about how to unwind these arrangements (compare how our Summer Issue tackles this challenge). More shocking, the same issue includes pieces about “How to Buy a Yacht” and “Taking Spouses on Board Trips is ‘Educational and Enjoyable’.”

Not to pick on any particular publication – because nearly all of them fail to inject any sense of “do the right thing” in their commentary – but it’s high time all of us take responsibility for good governance. And one of your roles in this mission is to ensure that your directors get the materials that will help them walk the responsible path – like this issue will help directors meet the SEC’s new, higher CD&A “Analysis” expectations.

Bad Hair Day

Someone certainly has a bad attitude in this new segment of the “Sarbanes-Oxley Report” entitled “Bad Hair Day.” This is a “must watch” video for “Matrix” fans. Has Billy Broc walked off the set for good?

Changes to Two FINRA Proposals: Conflicts and Shelf Offerings

FINRA has filed an amendment to its proposal that would significantly amend Rule 2720, which regulates conflicts of interest for firms that participate in an offering of their own securities or those of a parent or other affiliate. The original proposal was issued in April 2006.

FINRA has also filed a 5th amendment to its proposal that regulates the underwriting terms and arrangements for shelf offerings under Rule 2710. The proposal was first published for comment in 2004. We have posted these proposals in our “Underwriting Arrangements” Practice Area.

– Broc Romanek