November 20, 2009

Our New “Model” Proxy Walkaway Disclosure

Since every company should now consider addressing walkaway numbers in this year’s proxy statements, we have devoted the “Fall ’09 issue of Proxy Disclosure Updates” to analyzing how to draft this type of disclosure. We even provide a model walkaway disclosure in this critical issue.

You will receive this issue, which is posted on, by taking advantage of a no-risk trial to Lynn, Borges & Romanek’s “Executive Compensation Service” for 2010 (which includes the 2010 version of Lynn, Borges & Romanek’s “Executive Compensation Disclosure Treatise and Reporting Guide” that we mailed last week to those that ordered the Service).

Act Now: As part of the Lynn, Borges & Romanek’s “Executive Compensation Service,” if you try a no-risk trial now, not only will you receive the walkaway issue described above and the 1000-page plus Executive Compensation Disclosure Treatise, you will also receive the Winter issue of Proxy Disclosure Updates – with important new proxy disclosure guidance – soon after the SEC adopts its new executive compensation rules.

Corp Fin’s Chief Accountant Speaks: What’s Doing

In FEI’s “Financial Reporting Blog,” Edith Orenstein provides a rundown of remarks from Corp Fin Chief Accountant Wayne Carnall at an FEI conference recently. Here are related notes from WebCPA. [I’ll be down at the ABA meeting in DC today and will blog next week about any gloss Pat McGurn provides on these 2010 updates to RiskMetrics’ policies that came out last night.]

It is good to hear that Corp Fin’s “Financial Reporting Manual” will be updated soon to include 25-years worth of content based on meeting with the “CAQ Regs” Committee. Although as Edith tweeted, there could be a downside to adding 780 pieces of guidance (or subset thereof) to the Manual. That’s gonna be hard to memorize. [I’ll blog on Monday about the nature of the accounting proposals that passed the House Financial Service Committee yesterday, as reported by Edith. Too much going on.]

I laughed pretty hard reading Edith’s notes about the “secret societies” that meet with the SEC. Trust me, those meetings are not as exciting as they may sound – at least the ones I’ve been to.

Shocker! Rich Ferlauto Heading to the SEC

I almost fell off my chair when I read this press release yesterday that Rich Ferlauto is leaving AFSCME and joining the SEC as Deputy Director of Policy of the agency’s Office of Investor Education and Advocacy. It will be interesting to see if AFSCME will continue to be so active regarding shareholder issues without Rich – and it will also be interesting to see Rich wearing short-sleeve shirts and smoking from a corn cob pipe…

– Broc Romanek