July 19, 2012

Does a CEO’s Pregnancy Warrant Disclosure?

I know. This is low-hanging fruit for those in the disclosure business but the mass media is actively batting this question around in the wake of the revelation that Yahoo!’s new CEO is six months pregnant – but that fact wasn’t disclosed when her hiring was announced. My take on this issue is in Francine McKenna’s Forbes article. It’s clearly not required to be disclosed – nor is voluntary disclosure something that is a sound practice. It’s none of anyone’s business – and it shouldn’t be an issue for investors.

And on the employment law side of it, federal law prohibits sex discrimination (most states have comparable laws). So just like an employer should not ask a prospective hire about age or religion, companies should steer clear of asking about pregnancy. Thanks to Mike Cramer of Ogletree Deakins for his employment law expertise…

With the media’s focus on new CEO Melissa Mayer, we haven’t heard yet whether the folks at Yahoo! consider their say-on-pay to have technically passed, but either way the company’s comp committee has some work to do given the voting results filed on Tuesday: Votes “For” = 50.12% of Votes “For” + “Against.” But the company’s proxy statement discloses that abstentions will be counted as a vote against – so votes “For” = 49.86% of Votes “For” + “Against” + “Abstain.” Thanks to Karla Bos of ING for pointing this out!

JOBS Act: Under Fire

Lately, there have been a number of mass media articles critical of certain aspects of the JOBS Act. Here are a few:

Reuters’ “Bankers fear Jobs Act could spur scandals – study

BNA’s “Two Old Brands — Fender and Manchester United – Use JOBS Act to List as ‘Emerging Growth Companies'”

NY Times’ “In Manchester United’s I.P.O., a Preference for American Rules”

July-August Issue: Deal Lawyers Print Newsletter

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

– Proxy Access Proposals: 2012 Review & 2013 Outlook
– M&A Indemnification Provisions: What Drafters May Be Critically Missing
– Private Equity Clubs Today: Keeping It In The Family
– Boilerplate Matters: Severability Clauses

If you’re not yet a subscriber, try a “Half-Price for Rest of ’12” no-risk trial to get a non-blurred version of this issue on a complimentary basis.

Deal Cube Tournament: Elite Eight; 2nd Match

This is the second match of the 4th round – the battle among the Elite Eight! As noted in these rules (and keep sending more pics for the next tourney), please vote for one of the following two cubes below:

Movie Projector & Ticket
Black Jack Table

Online Surveys & Market Research

– Broc Romanek