November 30, 2007

Our Critical January “Rule 144 Conference”

We have received so many requests from members for practical implementation guidance for the new Rule 144 rules that we are holding a Video Webconference on January 15th: “New Rule 144: Everything You Need to Know – And Do NOW.” Here is a Conference Agenda and FAQs.

This Conference will lead off with the SEC Staffers who wrote the rules. Then, the Rule 144 experts – Jesse Brill, Alan Dye and Bob Barron – will provide the essential implementation guidance that you will need to protect yourself and your executives. With well over a century of Rule 144 experience among them, each of them continues to advise issuers, transfer agents and the major banks on Rule 144 issues on a daily basis – just as they have done since Rule 144 was adopted.

The Key Conference Materials alone – which will provide the specific procedures, new memos, legends, representation letters, etc. that you will need to protect yourself – make this Conference invaluable. Act now to take advantage of reduced rates for those of you that use the and The Corporate Counsel by registering online or via this order form.

Hot Topic: CEO Succession Planning

Earlier this week, the WSJ ran a column noting how relatively few boards (still) don’t engage in the important practice of CEO succession planning. I say “few” even though the ratio is about 50%, because all boards should regularly engage in succession planning. In this podcast, Ron Garonzik of the Hay Group provides some insight into the CEO succession process and issues related to it, including:

– How should boards plan for orderly succession planning?
– What factors should a board consider when weighing internal vs. external succession candidates?
– How about emergency succession planning?
– Are there any developments recently changing how boards plan?
– Should boards have any written policies regarding planning – or is it more of an informal process?

Full Circle: Pfizer Adopts a Majority Voting Bylaw

Over two years ago, Pfizer kicked off the “majority vote movement” when it became the first company to adopt a director resignation policy. Last month, Pfizer joined the many companies that have taken a step further and adopted a majority voting bylaw (that requires director nominees to receive a majority of votes cast to be elected in an uncontested election). A plurality vote threshold would continue to apply in contested elections.

Many investors – including the Carpenters Union – argue that director resignation policies alone are not sufficient since it’s unknown whether these policies could be enforced against a recalcitrant director. According to this report, nearly half of the S&P 500 now have a majority vote standard, with about another quarter having director resignation policies.

– Broc Romanek