TheCorporateCounsel.net

May 13, 2010

Last Call: Early Bird Discount Ends Tomorrow

With it looking highly likely that say-on-pay will be included in the financial reform bill being pushed through Congress, we already have a record number of members signed up so far for the pair of the conferences to be held from September 20-21 in Chicago and via video webcast: “Tackling Your 2011 Compensation Disclosures: The 5th Annual Proxy Disclosure Conference” & “7th Annual Executive Compensation Conference.”

Last Chance for “Early Bird” Rates: For one more day, we are offering a $200 discount for all registrations received by the end of tomorrow. This is a great savings and we won’t be able to extend this deadline, so don’t wait to register.

Register Now: Don’t wait any longer–we will not be able to offer this reduced rate for registrations after tomorrow so register now or contact us at info@compensationstandards.com or 925.685.5111. Remember that last year, these Conferences sold out a month before the event.

Keeping Silent While Others (Mis)Speak

Here is news from Keith Bishop of Allen Matkins:

Suppose you are a high ranking executive who is participating in an analyst call with a colleague and your colleague makes a misstatement. Can you go to jail if you don’t jump in and correct the misstatement? What if you fail to rectify the misstatement in SEC filings? Recently, the Third Circuit Court of Appeals – in US v. Schiff – said that “the plain language of ยง 10(b) and corresponding Rule 10b-5 do not contemplate the general failure to rectify misstatements of others.” The Court also rejected the government’s argument that the defendant’s position as a “high corporate executive” imposed a general fiduciary duty requiring disclosure. In doing so, the Court observed a number of problems with such a theory.

For example, would such a duty potentially rope in all corporate officers based on a single misstatement by another officer? Although the government was not successful under either a duty to disclose or fiduciary duty theory, it still has other prosecutorial arrows in its quiver – for example, criminal conspiracy and aiding and abetting. Also, the case does not exonerate an executive from state corporate law claims of breach of fiduciary duty.

Mailed: March-April Issue of The Corporate Counsel

The March-April issue of The Corporate Counsel includes pieces on:

– Staff Provides Relief on the Need for a No-Action Letter When Suspending Section 15(d)
– Reporting Obligation under Rule 12h-3
– Revised Non-GAAP CDIs–Staff Seeks Consistency in Issuer Communications
– PIPEs Revisited–The Staff Dials Back the 1/3 of Public Float Guideline
– Roth IRA Conversion–The Soup, Nuts And Bolts
– California Still Householdless
– Beware, Congress Delving into the Accredited Investor Thresholds

Act Now : Get this issue on a complimentary basis when you try a 2010 no-risk trial today.

– Broc Romanek