TheCorporateCounsel.net

In this podcast, Maria Pizzoli, Assistant General Counsel of Sun Microsystems, discusses how e-proxy went for Sun the first time around, including:

– Why did Sun decide to adopt the Notice and Access model?
– What were the company’s major concerns about adopting the Notice and Access model?
– Did Sun adopt the model with respect to 100% of your stockholders or did it follow a hybrid approach?
– Were there any follow-up mailings?
– Did you send out a press release or add language to your website to explain the Notice and Access model?
– How many requests for printed materials did the company receive and was this in keeping with your expectations?
– What was the quorum attained at Sun’s meeting? How did it compare with prior years?
– How did you handle the web site posting of your proxy materials?
– How did the company’s investors react to your adoption of the Notice and Access model? Did you receive complaints?
– What were the biggest surprises you encountered with adopting the Notice and Access model?

Kicking the Tires: The Year-End Governance Check

In this podcast, Kris Veaco of the Veaco Group runs down some governance action items to consider for year-end, including:

– What were your responsibilities at McKesson?
– What does the Veaco Group do?
– What is an example of what you can do for a company?
– What are some year-end corporate governance tips that our listeners should consider?

The FASB/IASB Convergence Begins: New FAS Nos. 141(R) and 160

As I blogged yesterday on DealLawyers.com, the FASB issued FAS No. 141(R), Business Combinations (as well as FAS No. 160 regarding noncontrolling interests in consolidated financials). Here is an excerpt from the FASB’s press release:

“The new standards represent the completion of the FASB’s first major joint project with the International Accounting Standards Board (IASB), as well as a significant convergence milestone,” states FASB member G. Michael Crooch. “These standards and the counterpart standards issued by the IASB will improve reporting while eliminating a source of some of the most significant and pervasive differences between International Financial Reporting Standards (IFRS) and U.S. Generally Accepted Accounting Principles (GAAP).” The IASB plans to issue its counterpart standards IFRS 3 (revised), Business Combinations, and IAS 27 (as revised in 2007), Consolidated and Separate Financial Statements, early next year.

Statement 141(R) improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable, and relevant information for investors and other users of financial statements. To achieve this goal, the new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination.

Statement 141(R) also will reduce the complexity of existing GAAP. The newly issued standard includes both core principles and pertinent application guidance, eliminating the need for numerous EITF issues and other interpretative guidance.”

– Broc Romanek