November 30, 2012

A Sample Compensation Consultant Questionnaire & SEC Delays Approving Exchange Listing Standards

Yesterday, the SEC delayed approving the NYSE’s and Nasdaq’s listing standards relating to compensation committees and advisors. Action was due by today – but now has been deferred until January 13, 2013. The delay shouldn’t impact what companies disclose in proxy statements next year – unless the SEC decides to not go forward, which is highly unlikely given there were only 14 comment letters on this round of proposals.

Meanwhile, we have posted a sample compensation consultant questionnaire to help you assess what you need to disclose. This sample is posted in Word in our “Compensation Consultant” Practice Area on Also remember there was a sample questionnaire included in the July-August issue of The Corporate Counsel.

Don’t forget this “Quick Survey on Compensation Consultant Conflicts Disclosure.” Please take a moment to participate – all responses are anonymous as always…

Rule 10b5-1 Trading Plans Under Scrutiny Once Again

I was gonna gin up something on the recent WSJ article entitled “Executives’ Good Luck in Trading Own Stock” – but Kevin LaCroix has done such a great job that you should just read his piece in the “D&O Diary Blog.”

Court Orders Expedited Schedule for Conflict Minerals Challenge

On Wednesday, the D.C. Circuit Court ordered an expedited briefing schedule for the conflicts minerals case as noted in this Cooley news brief. The order specifically states that any “extension of the briefing schedule may result in the case not being calendared this term.” In addition, Amnesty International’s motion to intervene was granted.

Mailed: September-October Issue of “The Corporate Executive”

We have mailed the September-October Issue of The Corporate Executive, and it includes pieces on:

– Revisiting (or Visiting) Hedging and Pledging Policies
– Checklist: How to Avoid Being Named in a Proxy Disclosure/Say-on-Pay Lawsuit
– Proposed Regs Under Section 83
– IRS Provides Sample Section 83(b) Election Notice

Act Now: Get this issue rushed to when you try a “Free for Rest of 2012″ No-Risk Trial to The Corporate Executive.

– Broc Romanek