April 16, 2009

Facing an Unpredictable World: How to Change Earnings Guidance Practices

We just posted the “Spring ’09 Issue” of (we are maintaining this publication as complimentary thru ’09 as a “Thank You” to our loyal members in a down economy). The “Spring ’09” issue includes articles on:

– Facing an Unpredictable World: How to Change Earnings Guidance Practices
– The Box: Updating Guidance Mid-Quarter—and the Duty to Update
– Implementing Mandatory Retirement Ages for Directors: Practice Pointers
– Web Archival Practices: Answering “How Long?”
– Chair Schapiro Announces the SEC’s New Corporate Governance Agenda
– Draft E-Proxy Standards: NIRI Seeks Comment

If you’re not yet a member of, simply provide your contact information in this sign-up form and gain free and immediate access to the issue. If you signed up last year, your ID/password will continue to work – if you forgot what those are, you can get a reminder.

It’s Only a Matter of Degree

From Keith Bishop of Allen Matkins: Although Item 401 of Regulation S-K doesn’t specifically require disclosure of whether or not an executive as received a college or graduate degree, many companies do include this information with respect to directors and officers. In the past few months, the press has reported allegations of misstatements of educational background at four different companies (Broadcom Corporation, Microsemi Corporation, Intrepid Potash and MGM Mirage). Here is a press release filed by Microsemi Corporation last month and here is the press release filed by Intrepid Potash.

Note that the while Microsemi did not terminate the executive, it required him to pay $100,000 and forgo his annual bonus. Microsemi also extended by one year the vesting on the executive’s restricted stock award. The company also announced that it would also be taking the following remedial actions:

– Background checks on all current and future Section 16 officers and directors;
– Board confirmation that the HR Department is continuing to verify credential prior to making employment offers in connection with acquisitions;
– Amending the Code of Ethics to specify that misrepresentation of credentials is a breach of the Code; and
– Review and verification of press releases.

From what I can tell, Barry Minkow (from ZZZZ Best fame) has been doing background checks. Whatever the source, companies should be aware that someone may be checking up on them.

More Proxy Season Developments

If you haven’t signed up to get our new “Proxy Season Blog” pushed out to you, here are a few of the items you’ve missed during the past week:

– Tracking Voting Results:
– Examples: The Latest Efforts by Activists to “Just Vote No”
– Five Cool Web Sites: UK-Style
– E-Proxy Questions: Meeting Directions on Notice
– More Governance Proposals Survive No-Action Challenges
– Amgen’s Compensation Survey for Investors
– “Books & Records” Being Used to Check Compensation Committees

Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog (just like you can accomplish that functionality for this blog).

– Broc Romanek