We have posted the survey results regarding when companies begin their blackout periods (there are results from 10 other surveys in our “Blackout Periods” Practice Area), repeated below:

1. Our blackout period begins:
– More than two days after quarter end – 6.4%
-1-2 days after quarter end – 2.6%
– Exactly at quarter end – 9.0%
-1-7 days before quarter end – 6.4%
– 8-14 days before quarter end – 17.9%
-15-21 days before quarter end – 35.9%
– 22-31 days before quarter end – 16.7%
– More than 31 days before quarter end – 5.1%

2. When our blackout period begins, we:
– Send an email to impacted insiders reminding them of the blackout – 69.2%
– Send a hard copy to impacted insiders reminding them of the blackout – 1.3%
– Don’t send any type of reminder – 29.5%

Please take a moment to participate in this “Quick Survey on HSR & Executives’ Acquisitions from Equity Compensation Plans ” – and this “Quick Survey on Audit Committees and Earnings Releases .”

How Might a “Comply or Explain” Regulatory Framework Work in Practice?

Recently, this Accountancy Age article notes that the UK’s Financial Reporting Council examined 60 annual reports to see how companies in the United Kingdom were doing since the country adopted a voluntary “comply or explain” corporate governance code in 2010. The upshot is captured in this excerpt from the article:

It found that companies’ explanations for not following the code were “sometimes rather perfunctory”. Put bluntly, some companies are blowing corporate governance a raspberry.

Webcast: “LLCs: Understanding Capital Account and Allocation Concepts for M&A”

Tune in tomorrow for the DealLawyers.com webcast – “LLCs: Understanding Capital Account and Allocation Concepts for M&A” – to hear Tarik Haskins of Morris Nichols, Andy Immerman of Alston & Bird and Chris Rosselli of Alston & Bird explain the capital account and tax implications of how LLCs are being used in deals today. Here are Course Materials you should print in advance…

– Broc Romanek

Tune in tomorrow for a special 75-minute webcast – “The New World of IPOs: Dissecting the JOBS Act” – and hear:

– Lona Nallengara, Deputy Director (Legal), SEC’s Division of Corporation Finance
– Steve Bochner, Partner, Wilson Sonsini Goodrich & Rosati
– Michael Kaplan, Partner, Davis Polk & Wardwell
– Dave Lynn, Editor, TheCorporateCounsel.net and Partner, Morrison & Foerster
– Joel Trotter, Partner, Latham & Watkins

Catch the audio archive for last week’s companion webcast: “JOBS Act & More: How Private Placements and Reg D Are Changing.”

Say-on-Pay: Up to 7 Failures and 35 Companies Filing Supplemental Materials So Far

Over the past week, there have been a flurry of failed say-on-pays (as Mark Borges has beaten me to the punch reporting) and the total for 2012 is now 7. As noted in our list, the latest ones are: NRG Energy (45%); Ryland Group (40%); Cooper Industries (30%); and FirstMerit Bank (47%).

The astounding news – according to the list on page 14 of Semler Brossy’s latest recap of say-on-pay results – is that 35 companies so far have filed additional soliciting material to voice displeasure with a recommendation from either ISS or Glass Lewis!

That’s an overwhelming number considering that ISS has recommended “against” only 43 companies so far (as noted on page 2)! Although the number of failed SOPs is roughly in line with last year’s results, the percentage of companies filing supplemental materials compared to negative recommendations from the proxy advisors is off-the charts…

Law School Survey Shows Tough Job Market at Large Firms

This Law.com article shows things are tough out there…although I hear deal work has really picked up so maybe things will turn around? Learn how to manage your career in our upcoming webcast: “Looking Out for #1: How to Manage Your Career.”

Our May Eminders is Posted!

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

– Broc Romanek