September 18, 2009

New York’s New Power of Attorney Law: The Impact on You?

Effective September 1st, New York has a new law that imposes new requirements for the creation of valid power of attorneys, both statutory and non-statutory. While this likely will impact you on some level, a question was raised in our “Q&A Forum” as to how it impacts registration statements, Section 16 reports and Form 10-Ks – since they often have signatures affixed via POAs. Here is a response from Alan Dye:

My view is that the signature requirements for registration statements and other SEC filings (including Forms 4) are a matter of federal law, and aren’t affected by state laws governing power of attorneys (some of which require a notary). I cover this in his Section 16 Treatise, in the section dealing with signature requirements. I’ve never heard the SEC Staff address it – but also have never seen them request confirmation that a power of attorney conforms to state law or requires a notary.

We have posted memos regarding New York’s new law in a new “Power of Attorney” Practice Area. And on the Blog today, I posted a note about the impact of this new law on M&A deals…

Nearly Done: Lynn, Borges & Romanek’s 2010 Compensation Disclosure Treatise

Now that we have seen the SEC’s proposals and Congress’ say-on-pay legislation – that will force you to radically change your executive compensation disclosures and practices before next proxy season – we are wrapping up the ’10 version of Lynn, Borges & Romanek’s “Executive Compensation Disclosure Treatise and Reporting Guide,” which we will deliver to subscribers in early October.

Act Now for $100 (Or More) Discount: To obtain this hard-copy ’10 Treatise when its printed in October (as well as get online access to the ’09 version right now on, as well as the valuable quarterly “Proxy Disclosure Updates”), you need to try a no-risk trial to the Lynn, Borges & Romanek’s “Executive Compensation Service” now.

If you order by October 1st, you can take advantage of a $100 or more discount. The many of you that currently subscribe can renew by October 1st to also receive this discount. Get the new Treatise hot off the press when it comes out in a few weeks!

Pay Czar Ken Feinberg Poised to Issue TARP Pay Rules

Yesterday, pay czar Ken Feinberg spoke at a FDIC conference on executive compensation here in DC (this Reuters’ article reports he has 8 speaking gigs before his end of October deadline) and, according to this BNET article, he said he would issue his blueprint for the top 25 employees at financial institutions receiving TARP funds within the next 30 days.

Here is a notable excerpt from the article:

Feinberg suggested the rules he lays out for these companies should serve as a precedent for the entire financial industry, said Jaret Seiberg, a policy analyst with Concept Capital’s Washington Research Group who attended the event. But how broadly the rules are applied is up to officials with the Federal Reserve and SEC, Feinberg noted.

– Broc Romanek