TheCorporateCounsel.net

Yesterday, the FASB conducted a meeting that mainly focused on changing fair market value accounting and voted to issue three final Staff Positions (FSPs) dealing with fair value for inactive markets; other-than-temporary-impairment (OTTI), and changing annual disclosures of fair value to quarterly. Here’s the FASB’s summary of what happened at the meeting.

Given that I’m heading out on vacation, I’m providing a list of analyses by others on this big development:

– AAO Weblog
– NY Times
– Financial Times
– FEI’s “Financial Reporting Blog”
– Sense on Cents
– naked capitalism
– Financial Times Blog

By the way, the FASB issued its Staff Position on business combination accounting yesterday that they approved a few weeks ago. In addition, you may be interested in this DealLawyers.com Blog I posted earlier in the week: “Novel No-Action Response: Ability to “Round Out” Minority Slates with Other Insurgents.”

The SEC Staff on M&A

We have posted the transcript of our popular DealLawyers.com webcast: “The SEC Staff on M&A.”

Boards Today: The Spencer Stuart Board Index

A few months ago, Spencer Stuart issued this study of S&P 500 companies that shows how board composition and structure have changed over the past decade. Among the findings are:

– Shorter terms – On average, boards are older and directors serve shorter terms than 10 years ago. There are also fewer active CEOs and more first-time directors joining boards.
– Younger directors – A total of 26% of boards have an average age of 64 or older, up from 14% 10 years ago, even though 74% now have mandatory retirement ages.
– One-year terms – As of 2008, 66% of boards have one-year terms, up from 40 percent just five years ago and 39% 10 years ago.
– More board independence – In 1998, the CEO was the only insider on 23% of boards. Today the CEO is the only insider on 44%. A total of 36% of boards reported lead or presiding directors in 2003, compared with 95% today.
· Average board size convergence – Very large and very small boards are less common. Nearly 75% of boards have between nine and 13 directors, up from 66% in 1998. A decade ago, 23% of boards had 14 or more directors; today only 11% do.

Our April Eminders is Posted!

We have posted the April issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

– Broc Romanek