November 18, 2009

Renewal Time for 2010

Knowing that the economy continues to wreak havoc with your budget, we have decided to freeze the prices for our publications for next year. As all our memberships expire at the end of the year, please take a moment to renew today at our “Renewal Center” for:
The Corporate Counsel print newsletter
The Corporate Executive print newsletter
Lynn, Borges & Romanek’s “Executive Compensation Annual Service” on (this one expired September 30th)
Section 16 Annual Service
Romeo & Dye’s Section 16 Filer
Compensation Standards print newsletter
Deal Lawyers M&A print newsletter

Comprehensive Price List: Here is a PDF that is a universal order form with the 2010 prices for all of our publications and web sites.

More on “Verifying Pay Amounts: A Company’s Special Use of Experts”

Recently, I blogged about one company’s disclosures that it used its independent auditors to check its math for its performance metrics and incentive pay calculations. Here is a response from a member:

I found this entry fascinating – to the extent anything related to executive comp disclosure can be “fascinating.” I recall that we, as outside counsel, used to prepare the compensation disclosure tables for our clients. Then, the client’s HR folks did it. Then internal finance, i.e., accountants, would do it. Given the ridiculous complexity in the rules and interpretations and the fact that liability, in my opinion, does or will attach to the disclosures, it is not surprising that a company would now have outside experts checking its work and be proud of it.

What is often not discussed when implementing these new rules is the added cost and burden created by the disclosures. Even more scary is the fact that every proxy undoubtedly has some mistakes in it. I’m sure that almost all of them are non-material. However, the risk is so great at this point that the proxy has essentially turned into a process not unlike filing a 10-K. I don’ t mean to downplay its importance but it really seems like what matters is the qualitative disclosure of why compensation committees do what they do, not adding thirteen more ways to calculate how much people walk away with.

I honestly believe that you could comply with the spirit and intent of the rules by cutting proxy disclosure in half. In fact, it would probably be more informative to investors. However, you’d have to have some serious fortitude to actually do it. To wit, over dinner conversation with very smart friends from all walks of life, they all universally acknowledge that it is a complete waste of time to read proxies because it tells them nothing meaningful about their investments. I’ve got to tell you, it is really life affirming…

Teaching IFRS in Schools

One reason why some are scared of adopting global accounting standards in just a few short years is that there is a shortage of expertise about global standards. Here is is an interesting letter regarding the testing of IFRS on the CPA exam from the Colorado State Board of Accountancy to the AICPA’s Board of Examiners: I have heard that at least some of the Big 4 have told colleges they will not hire their students unless they teach IFRS in the classroom.

Recently, Deloitte conducted a survey about whether the SEC should proceed with its IFRS roadmap – 51% said “yes” but push it back one year, 20% said approve the roadmap as proposed and 12% said to reject the roadmap entirely. Here are the results.

– Broc Romanek