May 30, 2012

The SEC Is Going After Lawyers

In the “Cady Bar the Door” Blog, David Smyth notes recent examples of SEC’s Enforcement going after lawyers – just as Director Rob Khuzami promised in a speech last June for defense counsel who engage in “questionable tactics” to gain advantage for their clients involved in SEC investigations. As David mentions in his blog, in his speech, Khuzami noted one hilarious episode in which a witness in investigative testimony – looking for a toe-tapping signal his lawyer had been warned against during a break – “extended [his foot] so far [under the table] that he was almost doing a split.” Also see this DealBook piece entitled “With New Firepower, SEC Tracks Bigger Game” – and this OnWallStreet piece entitled “SEC Whistleblower Tip Rate: 7 A Day.

Meanwhile, Bloomberg reported last week that Enforcement has stopped investigating Lehman (a rumor which was then disputed in this NYT piece). And the SEC announced that it has barred one of its former Staffers from practicing before the Commission – Section 102(e) actions are rare and almost unheard of for SEC alumni – over12 hours of billables on the Stanford case…

Early Bird Discount Ends Tomorrow! “Proxy Disclosure Conference” Lineup!

We are very excited to announce that Corp Fin Director Meredith Cross will be part of our “7th Annual Proxy Disclosure Conference” on October 8th in New Orleans (and by video webcast). Just look at this beautiful baker’s dozen of panels for this Conference:

1. An Interview with Meredith Cross, Director of the SEC’s Division of Corporation Finance
2. Say-on-Pay Disclosures: The Proxy Advisors Speak
3. The Executive Summary & Other Ways for Disclosure to Facilitate Solicitation
4. The Latest SEC Actions & CD&A Developments: Compensation Advisors, Clawbacks, Pay Disparity & More
5. Refining Your Pay-for-Performance Message & Addressing the Impact of Your Vote
6. Getting the Vote In: The Proxy Solicitors Speak
7. Dealing with the Complexities of Perks
8. Conducting – and Disclosing – Pay Risk Assessments
9. Overcoming Form 8-K Challenges
10 Handling the Golden Parachute Requirement
11. Challenges for Smaller Companies: Their First Year
12. How to Handle Preliminary Proxy Statements
13. How to Handle the ‘Non-Compensation’ Proxy Disclosure Items

Register Now for Early Bird Rates – Act by May 31st: For the early bird discount rate, register by May 31st. This Conference is paired with “Say-on-Pay Workshop: 9th Annual Executive Compensation Conference” and they will be held October 8-9th in New Orleans and via Live Nationwide Video Webcast.

Governance Accessibility

In this podcast, consultant Karen Kane discusses her new book “Voices of Governance: Why Oversight Is Important to All of Us,” including:

– What led you to write the book? What can shareholders take away from it?
– What is the primary message that boards can take away from the book?
– What is the biggest surprise you found while writing the book?

Deal Cube Tournament: Round One; 5th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

Lava Lamp
Tipping Bucket
Clear Jar
Standard w/ Two Acquisitions Announced

Online Surveys & Market Research

– Broc Romanek