September 2, 2009

Survey Results: Corporate Airplane Use by Outside Directors

We recently wrapped up our Quick Survey on “Corporate Airplane Use by Outside Directors.” Below are our results:

1. At our company, when it comes to allowing non-employee directors to use the company’s plane to travel to – and from – board meetings:
– Yes, we allow – but we disclose the aggregate incremental costs associated with such use as director perks in the Director Compensation Table – 1.0%
– Yes, we allow – but we believe such travel is for a business purpose and thus do not disclose it in the proxy statement – 60.8%
– Yes, we allow – but we believe such travel is for a business purpose and therefore only disclose that such travel is permitted in the narrative portion of the proxy statement – 12.4%
– Yes, we allow – but only a percentage of the amounts associated with such use is considered for a business purpose – so some of the cost is disclosed in the Director Compensation Table – 0.0%
– No, we don’t allow non-employee directors to fly on the company plane to our board meetings – 7.2%
– No, as a result of a recent change in our travel policy, we no longer allow non-employee directors to fly on the company plane to board meetings – 1.0%
– We don’t have a company plane – 17.5%

Please take a moment to respond anonymously to respond to our “Quick Survey on “Affiliates” for Rule 144 Purposes.”

Poll Results: How Do You Look Up a SEC Rule?

Recently, I posted a poll about how our members look up a SEC rule. Here are the results, as members look up a SEC rule by referring to:

– SEC’s web site – 16.3%
– Another web site (eg. U. of Cincinnati’s site) – 38.4%
– Free financial printer handbook – 12.1%
– CCH looseleaf service -16.8%
– Other – 11.6%
– What SEC rules? – 2.6%

Greg Wiessner of Wright Express Corporation said he liked the poll but noted: “How come you didn’t include the Appeal Securities Act Handbook (a/k/a “the Red Book” or “Aspen Book”)? As a junior associate, I remember being confounded by a senior partner asking me to find a rule and telling me to either look it up in CCH or online – both of which I found useless.

Shortly thereafter, another partner joined the firm and asked me – knowing I worked on securities matters – to borrow my “Handbook” for an hour because his had not come in yet. I was embarrassed to admit I didn’t even know what he was referring to. He promptly changed the order from one to two books so I’d have my own. When it showed up, I was amazed that each act was tabbed by practical designation, not all in one big mess.”

Trivia: The “Handbook” was named after the now defunct Appeal Printing Company, which originally published it.

Non-U.S. Issuer Lawsuits

In this podcast, Bruce Vanyo of Katten Muchin Rosenman discusses the increasing trend of non-US issuers facing lawsuits in NY courts, including:

– Are more foreign issuers being sued in the US in securities class actions?
– Can you describe how the non-US issuers are being sued in New York?
– What are the causes of these developments?
– Is there anything a non-US company should do in an attempt to stave off being sued in New York?

– Broc Romanek