December 17, 2007

Better Late Than Never: Corp Fin Wrapping Up ’33 Act Reform

On Friday, the SEC issued a proposing release to amend Form S-11 – a relatively unknown registration statement outside of the real estate industry – to facilitate the ability of those registrants to incorporate by reference.

One of the shortest proposals I have ever seen, this proposal is identical to amendments to Forms S-1 (and F-1) adopted by the SEC several years ago in the ’33 Act reform. I would imagine that no one will bother to comment other than perhaps “what took you so long.”

Enforcement Director Linda Thomsen on Rule 10b5-1 Plans

Back in October, the SEC’s Enforcement Director Linda Chatman Thomsen opened up the NASPP conference with an important speech on Rule 10b5-1 plans. The SEC posted the text of her speech on Friday (a video archive of the speech is still available as part of our “Hot Topics/The Corporate Counsel Speaks” Conference, as well as a follow-up panel on 10b5-1 plans featuring Linda, Alan Dye and Ron Mueller). In our “Rule 10b5-1 Plans” Practice Area, we have a number of memos on enforcement interest in these plans.

Aflac Pushes Up First “Say on Pay” Vote to 2008

Aflac has bumped its advisory vote on executive pay to next year, instead of 2009. Aflac originally planned to wait until shareholders had 3 years of compensation disclosure under the SEC’s new rules, but the company has concluded that two years of disclosure would be sufficient according to this press release. The company’s next annual meeting will be held in May 2008.

So far, Verizon Communications is the only other US company that has agreed to hold an advisory vote on pay, which will be held in 2009. Verizon took this step after a “say on pay” shareholder proposal won majority support at the company’s annual meeting in May – according to this RiskMetrics report, seven other companies have received a majority vote, so we might see more “volunteers” soon.

Rightsizing Compliance Programs for Smaller Companies

We have posted the transcript for the webcast: “Rightsizing Compliance Programs for Smaller Companies.”

– Broc Romanek