Monthly Archives: June 2011

June 2, 2011

A Fifth Say-on-Pay Lawsuit

As I recently blogged, there has been a trend of companies that fail to garner majority support for their say-on-pay getting sued – a trend that started last year. In his “D&O Diary Blog,” Kevin LaCroix provides details about a fifth say-on-pay related lawsuit – this one filed against Umpqua in a federal district court in Portland. We continue to post pleadings from these cases in’s “Say-on-Pay” Practice Area.

Dodd-Frank: 3rd Rulemaking Progress Report

Here is the 3rd progress report from Davis Polk regarding all of the various agencies engaged in Dodd-Frank rulemaking. This month, rules meeting 3 Dodd-Frank requirements were finalized and rules meeting 18 requirements were proposed. This report also details the 87 studies required under Dodd-Frank, two of which are overdue.

May-June Issue: Deal Lawyers Print Newsletter

This May-June issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:

– Appraisal Rights: The Complicated World of Corporate Law’s Consolation Prize
– The Deal Lawyer’s Guide to Hidden Employee Benefit Issues: An Update Regarding Successor Liability
– Delaware Case Highlights Need for Additional Due Diligence in Merger Acquisitions
– The Art of Written Consent Solicitations
– Helping Parties to Mergers Assess Risk and Negotiate Smarter Deals
– Proposed Reform of U.K. Takeover Regulation

If you’re not yet a subscriber, try a “half-price for rest of ’11” no-risk trial to get a non-blurred version of this issue on a complimentary basis.

– Broc Romanek

June 1, 2011

Just Added: SEC Chair Mary Schapiro to Our “Say-on-Pay Intensive” Conference Lineup

We are excited to announce that SEC Chair Mary Schapiro will open the second day of our annual package of executive pay conferences to be held on November 1st-2nd in San Francisco and by video webcast: “Tackling Your 2012 Compensation Disclosures: 6th Annual Proxy Disclosure Conference” and “The Say-on-Pay Workshop Conference: 8th Annual Executive Compensation Conference.” Save by registering by June 24th at our early-bird discount rates. Note this early-bird discount will not be extended.

For those attending, take a moment to RSVP on this LinkedIn Event – in the upper right corner – so your friends can know you are going…

Say-on-Pay: 27th – 31st Failed Votes

Last week, five more companies filed Form 8-Ks reporting failed say-on-pay votes: Constellation Energy (38%); Kilroy ReaIty (49%); Superior Energy (39%); Talbots (47%); and Weatherford International (44%). I keep maintaining our list of Form 8-Ks for failed SOPs in’s “Say-on-Pay” Practice Area.

Internal Pay Disparity: S&P 500 CFO Pay Up 26%

Recently, Equilar released this report on CFO pay strategies in the S&P 500 finding that:

– Median total compensation for S&P 500 CFOs grew by 26.1% from 2009 to 2010. In 2010, median total compensation for S&P 500 CFOs was approximately $3.0 million, up from approximately $2.4 million in 2009.

– Median total bonus payouts for S&P 500 CFOs increased to $710,864 in 2010, up 32.7% from the 2009 median of $535,625.

– Healthcare CFOs received the most compensation, having a median total pay of $3.5 million in 2010.

Our June Eminders is Posted!

We have posted the June issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

– Broc Romanek