October 27, 2009

First Company Adopts “Proxy Access Reimbursement” Bylaw

Yesterday, HealthSouth announced that its board plans to adopt a by-law amendment relating to shareholder nominations for directors that would reimburse activist shareholders, subject to certain conditions, where the candidate gets at least 40% of the votes cast. Here is Joann Lublin’s WSJ article.

The proxy access alternative of reimbursement bylaws – first permitted under Delaware law back on August 1st – has been promoted by AFSCME, who submitted two shareholder proposals on this topic this past proxy season and plans to submit it to ten companies next year. It also has been highlighted as a reasonable solution during the proxy access debate by Professor Charles Elson, who just happens to be Chair of HealthSouth’s Governance Committee. So Charles is putting his money where his mouth is…

Corp Fin Issues Oil & Gas CDIs

Yesterday, Corp Fin issued several Compliance & Disclosure Interpretations related to the oil and gas rules.

Mailed: September-October Issue of The Corporate Executive

The September-October 2009 issue of The Corporate Executive contains a great lead article about how to plan ahead for your executives ahead of the inevitable tax increases (thanks to Mike Melbinger of Winston & Strawn for drafting this piece!). The issue includes:

– Secular Trusts, Distributions and Other Compensation Planning Opportunities in Anticipation of Potential Tax Increases
-Deferral vs. Acceleration of Income
– Common Acceleration Strategies
– Termination of Non-Qualified Deferred Compensation Plans
– Current Employer Funding Using a Secular Trust
-Roth IRA Conversions and Rollovers in 2010
– 3121(v) Employment Tax Election for SERPs
– Preparing Now For IFRS 2
-Option Pricing Model
– Awards with Graded Vesting
– More Granular Option Valuations
– Accounting for Payroll Taxes
– Share Withholding

Act Now: Get this issue on a complimentary basis when you try a “Rest of ’09” for free when you try a 2010 no-risk trial today.

– Broc Romanek