February 13, 2008

Just Added! IRS Staffer to Address Section 162(m) Uncertainties During Tomorrow’s Webcast

We’re excited to have Ken Griffin, Associate General Counsel in the IRS’ Executive Compensation Branch (and the Staffer who signed the PLR at issue) join the panel for tomorrow’s webcast on – “The New IRS Letter Ruling: How It Impacts Your Employment Arrangements, Accounting, Proxy Disclosures, Etc.

Many of the memos analyzing the recent Private Letter Ruling – which reverses the IRS’ long-standing position on the effect of standard severance arrangements on the deductibility of performance-based compensation under Section 162(m) – have raised questions about the magnitude of the change (eg. whether there is a retroactive impact). Come hear Ken provide some guidance about the latest IRS’ positions. This webcast promises to be a “biggie.”

The following panelists will address the tax, accounting, plan design and disclosure issues raised by this PLR:

Ken Griffin, Associate Chief Counsel, Executive Compensation Branch, IRS
Elizabeth Drigotas, Principal, Washington National Tax, Deloitte Tax LLP
Mike Kesner, Head of Deloitte Consulting’s Executive Compensation Practice
Mike Melbinger, Partner, Winston & Strawn
Paula Todd, Managing Principal, Towers Perrin
Jeremy Goldstein, Partner, Wachtell Lipton Rosen & Katz
Dave Lynn, Editor,

Corp Fin Rejects “Proxy Access” Proposals: AFSCME to Sue Next?

As expected – given the SEC’s recent rulemaking to “stay the course” on how it wants Corp Fin to handle “proxy access” proposals – Corp Fin agreed with five companies on Monday to allow them to exclude proposals submitted by AFSCME that would amend the bylaws to require that the companies include in their proxy materials the name, along with certain disclosures and statements, of any person nominated for election to the board by a shareholder who has beneficially owned 3% or more of the company’s outstanding common stock for at least two years.

Given the SEC’s rulemaking, AFSCME expected this response and said as much when it announced last month that it was submitting these proposals. It is expected that AFSCME will sue like it did two years ago in the AFSCME v. AIG case, where it won in the 2nd Circuit.

The Corp Fin’s responses are:

Bear Stearns Companies

JPMorgan Chase & Co.

Croghan Bancshares

Kellwood Company

E*TRADE Financial Corporation

We should be grateful to the SEC for posting these no-action responses, since they made a special effort to post them. Typically, shareholder proposal responses are not posted because there are so many that it would drain the Staff’s limited resources. Fyi, Corp Fin posted these on its “Frequently Requested Materials” page.

Pro or Troll #5: Risk Management and Governance Trends in 2008

Courtesy of Jennifer Meiselman, Managing Director of Risk Advisory Services, BDO Consulting, come try your hand at our newest “Pro or Troll” game – this one focusing on risk management.

– Broc Romanek