April 18, 2012

Our New “D&O Biographical/Director Qualifications & Skills Disclosure Handbook”

Spanking brand new. Posted in our “Board Composition” Practice Area, this comprehensive “D&O Biographical/Director Qualifications & Skills Disclosure Handbook” provides a heap of practical guidance – including a sample board resolution to designate executive officers and sample D&O questionnaire language. In particular, the Handbook focuses on disclosure obligations under Item 401(a) through (e) of Regulation S-K.

The Pioneers: First Company Leverages Moxy Vote

In this podcast, Doug Chia of Johnson & Johnson and Mark Schlegel of Moxy Vote discuss how companies can use Moxy Vote during the proxy season (here is a podcast with Mark from last year to learn more about Moxy Vote), including:

– How does Moxy Vote work?
– What is J&J’s involvement with Moxy Vote?
– How did J&J’s collaboration with Moxy Vote begin?
– What have been the experiences so far?

“No Personal Misconduct” Clawbacks: SEC Sues to Recover Bonuses and Stock Profits Again

As noted in this press release, in a Section 304 of Sarbanes-Oxley clawback action, the SEC sued both the former CEO and CFO of ArthroCare recently to recover bonus compensation and stock sale profits they received during an accounting fraud at the company. The two former officers had not been personally charged in connection with fraudulent financial statements; two other former officers were charged for that last year. This jibes with the District Court of Arizona holding in SEC v. Jenkins – that disgorgement of compensation and profit under Section 304 does not require personal misconduct.

By my loose count, the SEC has used Section 304 at least seven or eight times since its birth in 2002 – see the list of links to SEC clawback actions in’s “Clawbacks” Practice Area.

– Broc Romanek