October 19, 2007

SEC Staff Uploads First Executive Compensation Comment Letter

Much sooner than I expected, here is the first comment letter uploaded on EDGAR from Corp Fin’s executive compensation review project. Based on a proxy statement that is related to a director election contest with Carl Icahn, this comment letter was sent to Motorola on August 21st and uploaded a mere six days later.

More likely than not, this uploaded comment letter is an outlier given the SEC Staff’s announcement that comment letters won’t be posted until at least 45 days after the review is completed (which really means the review is “closed” since it’s supposed to include the company’s responses) – so I don’t expect other letters from the review project to be publicly available for quite some time. [Note later in the morning: “poof,” the letter has been erased from the SEC’s website.]

By the way, finding these comment letters may be challenging – the Motorola letter doesn’t come up even if you limit your search to all “Uploaded” correspondence within the last six months. Let me know if you see any in your travels!

And one more aside: check out what happens when you click to enter Motorola’s investor relations webpage. You need to click through a disclaimer regarding the lack of a duty to update. Interesting…

Billy Broc’s Dream

Or is it a nightmare? Billy Broc remembers his precious law firm days in this week’s installment of “The Sarbanes-Oxley Report” entitled “Billy Broc’s Dream.” I hate those prickly comma situations…

[I highly recommend the new George Clooney movie entitled “Michael Clayton.” George plays a down n’ out lawyer whose responsibilities in the Big Firm is to serve as the “fixer.” The tagline is “The Truth Can be Adjusted,” but it’s actually a more realistic movie than I expected rather than typical Hollywood fare.

And for those still wishing that there ain’t no climate change, we have a record 34 days without measurable rain here in the DC area…]

Stoneridge Galore!

Last week, the US Supreme Court heard oral arguments in the monumental Stoneridge case dealing with secondary actor liability. Here is a transcript of the oral argument – and here are a bunch of blogs that covered the action:


The Race to the Bottom


The Volokh Conspiracy

SEC Actions

D&O Diary

10b-5 Daily

– Broc Romanek