February 26, 2009

Some Pretty Wild Proposals in Delaware

In our “Delaware Law” Practice Area, we have posted some memos explaining the new proposed amendments to the Delaware General Corporation Law. The proposals include a number of interesting provisions, including proposed new statutes on proxy access and reimbursement bylaws, indemnification matters, judicial removal of directors and authorization to separate record dates for notice and voting at shareholder meetings.

Typically, proposals don’t become final in Delaware until early August. It will be interesting to see if these proposals get adopted as proposed…

Tips: Liquidity and Capital Resources Disclosure

Janice Brunner of Davis Polk notes these suggestions that the Corp Fin Staff gave during the recent PLI “SEC Speaks” regarding what companies should consider when drafting liquidity disclosures:

– Does the company have the ability to raise capital in the current markets?
– Has the company contemplated or is the company contemplating a sale of assets?
– Are the company’s customers paying or delaying payments? Is the company losing customers?
– Are goodwill or other long-term assets impaired? If an asset is impaired, what is important is not the non-cash charge but the reason for the impairment. The Staff wants to know the “story” behind the impairment.
– Is the company meeting its debt covenants?
– What is the impact of current market conditions on the company’s pension plans?
– Are there material uncertainties about the company’s ability to continue to operate as a going concern?
– What other stresses or trends are impacting the company’s ability to meet its operating needs? For example, does offering zero percent financing substantially impair the company’s liquidity?

This is another example of the fine contributions being made to the “Proxy Season Blog,” as this was posted there last week. Members should input their email address on the left side of the “Proxy Season Blog” to get it pushed out to them regularly.

Deal Cubes: Fond Memories

This commentary by Christine Hurt on the “Conglomerate Blog” brought back fond memories regarding my long lost collection of deal toys. Well, not really “lost.” More like “tossed” after a few years passed and I began to realize that those 3000 billable hours per year perhaps weren’t the best days of my life.

I had quite a collection as I worked on an average of one IPO per quarter as issuer’s counsel and one more as underwriters’ counsel. Plus a bunch of secondary offerings and M&A thrown in. So after 5 years, I had over 100 cubes. There I go again, glamorizing my status as a dutiful slave. Anyways, feel free to share your deal cubes stories with me – I’ll keep them confidential. And if you’re feeling sentimental about not receiving any toys lately, you can always look at the pictures

The “Deal Cube” Poll

Please take a moment to take this anonymous poll; current results are provided after you’ve made a choice:

Online Surveys & Market Research

– Broc Romanek