September 21, 2012

Senator Rockefeller Seeks Information on Cybersecurity from Fortune 500

Here’s news from this Gibson Dunn alert:

U.S. Senator Jay Rockefeller announced on Wednesday that he has sent letters to the chief executive officers of all Fortune 500 companies requesting information by October 19, 2012 on how each company is addressing cybersecurity. The broad requests for each company’s views on cybersecurity–including how each company developed its own practices and the role of the federal government in developing cybersecurity practices–follow recent unsuccessful efforts by Senator Rockefeller and other lawmakers to pass legislation imposing heighted cybersecurity standards at the national level. The most recent effort, introduced by Senator Joe Lieberman and co-sponsored by Senator Rockefeller, was voted down in the U.S. Senate last month despite White House support.

This is not the first effort by lawmakers to focus on cybersecurity outside of the legislative process. In May of last year, Senator Rockefeller and four other Senators petitioned the SEC to issue guidance to public companies concerning their obligation to provide disclosure about cybersecurity. The SEC’s Division of Corporation Finance responded last October by releasing guidance to public companies to assist them in assessing what disclosures should be made when faced with cybersecurity risks and incidents. (Gibson Dunn’s alert discussing that guidance is available here.) Senator Rockefeller has also petitioned the White House to issue an executive order that would accomplish similar goals as the Lieberman/Rockefeller bill–such as establishing a voluntary program to designate cybersecurity standards for companies in control of critical infrastructure. Critics argue that such efforts circumvent the legislative process, would create new liability risks for covered businesses, and potentially impose an impractical “one-size-fits-all” approach to cybersecurity across very different settings and businesses.

Although responses to Senator Rockefeller’s letters to the Fortune 500 CEOs are voluntary, many businesses will likely offer some response (although that need not come from the CEO). The letters include eight questions designed to discover how companies are addressing cybersecurity and the views of the CEOs on the system the Lieberman/Rockefeller cybersecurity bill would have established if voted into law, including concerns the CEO might have with the voluntary program contemplated in the bill. Recipients of the requests should, of course, recognize that their responses (or failure to respond) may be used in the political battle over cybersecurity regulation and could potentially trigger further contact or Congressional inquiry.

Also see this blog by Adam Veness of Mintz Levin…

Shareholder Proposals: The Latest Count on Proxy Access Proposals

In this blog, Professor Larry Hamermesh updates his survey of the voting results on proxy access shareholder proposals during this year. He notes: “In the last couple months there have been three additional votes (at Forest Laboratories, Medtronic and H&R Block). As the updated voting tabulation reflects, these three most recent votes didn’t add much to any argument that the SEC’s now-invalidated 3 year/3% ownership thresholds gave shareholders less than they would have voted for themselves: we’re talking favorable votes of 8% or less of the outstanding shares, and less than 10% of the shares actually voted. That compares to the 46%-51% approval levels at Nabors Industries and Chesapeake Energy for proposals that pretty much tracked the SEC’s threshholds.”

At the Printers: 2013 Executive Compensation Disclosure Treatise

We just wrapped up the Lynn, Borges & Romanek’s “2013 Executive Compensation Disclosure Treatise & Reporting Guide.” For those that want to access it online, it’s now posted on For those that like a hard copy, it will be finished being printed in a few weeks.

How to Order a Hard-Copy: Remember that a hard copy of the 2013 Treatise is not part of a membership so it must be purchased separately – however, members can obtain a 40% discount by trying a no-risk trial now. This will ensure delivery of this 1200-plus page comprehensive Treatise as soon as it’s done being printed.

And note there an additional 40% off when you purchase this Treatise in combination with the just finished Romanek’s “Proxy Season Disclosure Treatise & Reporting Guide.”

– Broc Romanek