October 5, 2012

Dismissed: Three More Cases Related to Failed Say-on-Pay

Here is something I blogged yesterday in’s “The Advisors’ Blog“:

Mark Poerio of Paul Hastings reports: Last week, the application of Delaware law principles has led courts in Colorado (Janus Capital), North Carolina (Dex One), and California (Hewlett-Packard) to dismiss shareholder challenges based on alleged disconnects between pay and performance, failed say-on-pay votes, and alleged waste through payment of $53 million of severance. In each case, the underlying complaints failed to excuse a pre-suit demand because none of the allegations created a reasonable doubt that the questioned transaction was entitled to protection under the business judgment rule.

These lawsuits will be discussed next week during our Conferences – “7th Annual Proxy Disclosure Conference” & “Say-on-Pay Workshop: 9th Annual Executive Compensation Conference” – for which it’s not too late to register. If you do intend to register in person in New Orleans, please bring a check as indicated in this note. You can still register online at any time if you intend to watch by video.

Corp Fin Updates Financial Reporting Manual (Again)

Yesterday, Corp Fin indicated that it has updated its Financial Reporting Manual for a JOBS Act note and clarification of guidance related to proxy statement requirements for the disposal of a business, auditor association with amounts from inception, the application of PCAOB auditor requirements in a reverse merger, reporting requirements in a reverse acquisition with a non-shell company, and other changes.

Can the SEC Eliminate the Prohibition on General Solicitation Retroactively?

Keith Bishop continues to blog provocatively – the latest being this gem about whether the SEC can give its upcoming rulemaking on general solicitation retroactive effect…

Meanwhile, state regulators are not too happy about the SEC’s proposal, as noted in this article

– Broc Romanek