Monthly Archives: March 2013

March 28, 2013

The Crystal Ball: What Might Top the SEC’s Agenda?

Mary Jo White’s nomination to be the 31st Chair of the SEC was approved last week by the Senate Banking Committee, in a vote of 21 to 1, and as noted in this article, her nomination goes on to the full Senate for consideration at some point soon after the Easter recess. With the possibility of a new Chair arriving soon, the question inevitably arises as to what will (or should) top the Corp Fin rulemaking agenda? In her testimony before the Senate Banking Committee earlier this month, Mary Jo White said that she would work with the staff and the Commissioners “to finish, in as timely and smart a way as possible, the rulemaking mandates contained in the Dodd-Frank Act and JOBS Act.” This pledge may be no easy task to carry out, given the stalemate that has developed over many of these rules in the past couple of years. Nonetheless, here is my assessment of what the priorities might (or should) be for the “first 100 days”:

1. Title II of the JOBS Act – As the first example of why the SEC’s priorities shouldn’t necessarily follow a “first in, first out” order, it seems that the Commission should try to resolve its differences over the implementation of Title II of the JOBS Act and permit general solicitation and general advertising in Rule 506 and Rule 144A offerings. With the first anniversary of the JOBS Act coming up next Friday, we have already see a significant amount of the momentum from the enactment of that legislation slip away, and some bold steps to move the rulemaking forward might help to reignite the excitement around the potential of the JOBS Act and demonstrate that the SEC is interested in advancing capital formation with appropriate protections. I don’t think anyone could have guessed that Title II, given its straight-forward, bi-partisan directive, would still be sitting unimplemented over one year after the enactment of the JOBS Act. (See our January-February 2013 issue of The Corporate Counsel for some of the issues standing in the way of Title II’s implementation).

2. Section 926 of the Dodd-Frank Act – Section 926 directed the SEC to adopt bad actor disqualification provisions for Rule 506 offerings, and this rulemaking has become inextricably linked to the Title II of the JOBS Act rulemaking (and rightfully so). The SEC proposed the rules back in May 2011, and while there are certainly some considerable implementation issues as highlighted in the comments received on the proposal, it is high time to get this rulemaking done so the Title II rulemaking can now proceed.

3. Titles III and IV of the JOBS Act – At this stage, it is unlikely that the SEC could adopt rules for the crowdfunding and Regulation A+ exemptions contemplated by the JOBS Act during 2013, but it would be important to at least propose these rulemakings with the hope of adopting rules by early in 2014. The need for creative efforts to spur capital formation is no less now than when the JOBS Act was enacted last year, so moving these forward (even if Title IV doesn’t have a missed implementation deadline) is critical to rebuilding some of the lost JOBS Act momentum.

4. Other Dodd-Frank Compensation Rules – The “final four” Dodd-Frank rulemakings – CEO pay ratio, hedging, pay versus performance and clawback – should remain on the agenda (to the extent still required as legislative efforts unfold), but not with the same sense of urgency as the three priorities identified above. As we have noted in a number of publications recently, the world is moving on without the need for these rules to compel action or disclosure about such action. ISS’s 2013 policy focus on hedging and pledging is prompting issuers to revisit this issue, and disclosure is abounding in proxy statements this year about anti-pledging policies. Issuers have come up with “actually paid” measures to better demonstrate pay for performance, and clawbacks have become a fixture at many companies over the past several years as a result of shareholder expectations. On the topic of CEO pay ratio, is anyone really asking for this now?

5. Other Important Areas – The press of the Congressionally-mandated business of the Commission shouldn’t completely overshadow some important initiatives that the Corp Fin Staff has been looking at for some time, including proxy plumbing (particularly the role of proxy advisory firms), disclosure reform, Securities Offering Reform 2.0, Regulation AB II, beneficial ownership reporting, and countless other projects. These projects need to get the support and respect that they deserve, and progress toward proposals needs to be made even if the JOBS Act and Dodd-Frank rulemakings also must be completed in short order.

– Dave Lynn

March 27, 2013

A Plaintiffs’ Firm View of Say-on-Pay 2.0 Lawsuits

The law firm of Faruqi & Faruqi LLP, which has been by far the most active firm filing the new breed of proxy statement disclosure lawsuits since this time last year (over 30 now at this point), recently published a detailed piece on developments in Say-on-Pay 2.0 litigation. If you haven’t spent much time reading the materials filed in these lawsuits to date, this piece describes the arguments that have been advanced on both sides and some of the results to date (as well as mounting a defense of these lawsuits in general). The piece concludes:

The current dismissive attitude regarding the say-on-pay vote due to its advisory nature essentially pilfers from shareholders the ability to signal their content or discontent with executive pay practices, thus making the vote far less likely to lead to potentially necessary and constructive pay reforms. Indeed, the Delaware Court of Chancery has held that “[t]he strengthening of shareholder interest in monitoring the activities of officers and directors only further emphasizes the importance of the shareholder franchise as the bedrock foundation upon which the legitimacy of directorial power rests.” State of Wisconsin Inv. Bd. v. Peerless Sys. Corp., No. 17637, 2000 Del. Ch. LEXIS 170 (Del. Ch. Dec. 4, 2000). Thus, shareholders must not be deprived of their right to cast an informed vote on a company’s executive compensation.

The peripheral legal attacks described in this article (claims that the vote is non-binding and thus related information is immaterial, federal law preempts the allegations and that portions of the information are publicly disclosed) are likely nothing more than legal red herrings, unlikely to affect the outcome of a given case. In the end, the relevant legal question will be whether or not the information is material.

Class Action Suits Against Auditors Go Global

While on the topic of getting sued, this recent Reuters article about the global trend toward suing auditors noted that while lawsuits against auditors have been on the decline in the United States as court rulings – especially the 2008 U.S. Supreme Court decision in Stoneridge Investment Partners v Scientific-Atlanta – have made it more difficult to sue a company’s auditors, lawsuits against auditors have been on the rise in other countries. At the same time that the U.S. has significantly raised the bar on class action lawsuits, the number of countries allowing class action lawsuits around the world has grown to more than twenty, thereby facilitating the filing of more lawsuits against auditors globally.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Investors Demand CEO Face Time
– 2013 Shareholder Proposal Campaigns Shaping Up: Board Issues & Shareholder Rights
– Seattle Times Live Tweets Microsoft’s Annual Meeting
– AARP Survey May Influence Efforts to Alter ERISA Rules Affecting E-Proxy
– National Fuel Sues Harvard Law Project Over Proof of Ownership (And Then Proposal Withdrawn)

– Dave Lynn

March 26, 2013

PCAOB Launches Auditing Standards Codification Project

The PCAOB announced that, at a meeting scheduled for later today, they will consider a proposal for the reorganization of auditing standards. The PCAOB plans to reorganize the patchwork of auditing standards “into a topical structure with a single integrated numbering system, along with certain implementing amendments to its rules and standards.” Ultimately the goal is to present auditing standards in a logical order that follows the audit process.

Division of Trading and Markets Issues Rule 15a-6 FAQs

The Division of Trading & Markets recently published a set of Frequently Asked Questions addressing issues under Exchange Act Rule 15a-6, which provides conditional exemptions from broker-dealer registration requirements for foreign broker-dealers that engage in certain activities involving U.S. investors. Among the topics covered in these Frequently Asked Questions are the delivery of confirmations and account statements directly to U.S. counterparties, the distribution of research to U.S. institutional investors, and the application of the Seven- and Nine-Firms letters to chaperoning arrangements with non-affiliated broker-dealers.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Examining Hewlett-Packard’s Proposed Proxy Access Rights
– Corp Fin Denies Disney Right to Exclude Proxy Access Proposal
– Detailed Examination of 2012 Shareholder Proposals and Proxy Contests
– SHRM Drops Controversial Proposal for Human Capital Proxy Disclosure
– A Case to Exclude the Triennial Say-on-Pay Shareholder Proposal

-Dave Lynn

March 25, 2013

U.S. Chamber Releases Proxy Advisory Firm Guidelines

With proxy season in full swing and the recommendations of proxy advisory firms a focus of everyone’s attention, the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness recently released its Best Practices and Core Principles for the Development, Dispensation and Receipt of Proxy Advice. The report focuses on the respective roles of the proxy advisory firms, public companies and investment portfolio manager organizations in the proxy advice process. The report notes that while proxy advisory firms play a growing role in the corporate governance process, their transparency in developing and recommending voting policies has not increased. The guidelines provided in the report address not only best practices for the proxy advisors and the investors that use their services, but also best practices for the public companies that interact with proxy advisors through both the engagement process and when retaining the advisors to provide services with regard to governance matters.

Common Financial Reporting Issues for Smaller Companies

Corp Fin has released a set of slides from the Forums on Auditing in the Small Business Environment hosted by the PCAOB in December 2012 that focus on a sampling of issues that the Staff of Corp Fin frequently encounters when reviewing filings for smaller public companies. Some of the key issues identified in the slides were:

– Reverse mergers
– Disclosure controls and procedures, internal control over financial reporting and certifications
– Equity transactions
– Stock compensation
– Embedded conversion options and freestanding warrants
– Deferred tax valuation allowances
– Items 4.01 and 4.02 of Form 8-K
– Audit Reports
– Smaller reporting company status

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Shareholder Rights Project’s Plans for ’13
– A Director Takes a Stand at Overseas Shipholding Group
– Delaware Compels Annual Meeting Without Audited Financials
– Animal Rights Group to Mount Proxy Contest
– UK Stakeholder Group Seeks Feedback on Engagement

– Dave Lynn

March 22, 2013

Delaware Federal Court Dismisses Say-on-Pay Case

Here’s news from Wachtell Lipton’s David Katz, Warren Stern & Kim Goldberg culled from this memo:

Reaffirming that the advisory “say-on-pay” vote required by the Dodd-Frank Act cannot be used to attack directors’ executive compensation decisions, the United States District Court for the District of Delaware recently dismissed a derivative complaint brought after a negative say-on-pay vote. The court, applying Delaware law, found that the plaintiff had not pleaded facts sufficient to show that demand would have been futile, or to state a claim upon which relief could be granted. Raul v. Rynd, C.A. No. 11-560-LPS (D. Del. March 14, 2013).

The complaint was filed in 2011, and was one of a number of similar lawsuits filed after Dodd-Frank’s requirement for advisory votes on compensation came into effect. The plaintiff challenged the board’s compensation decisions, alleging that increased compensation in a year when the company posted a net operating loss and negative shareholder return violated the company’s pay-for-performance philosophy and rendered the company’s compensation disclosures in its proxy statement misleading. The plaintiff asserted that the negative shareholder advisory vote rebutted the presumption of business judgment surrounding the board’s compensation decisions.

In dismissing the complaint, the court found that the plaintiff “misconstrue[d] the effect of the shareholder vote” and “mischaracterize[d]” the compensation plan, holding that the plaintiff’s allegations based on the advisory vote “fail to recognize the[] realities of Dodd-Frank” — namely, that the Act “explicitly prohibits construing the shareholder vote as ‘overruling’ the Board’s compensation decision” or altering directors’ fiduciary duties. The court further noted that the plaintiff’s “selective” characterization of the company’s compensation philosophy as “pay for performance” excluded the other goals discussed in the company’s proxy statement.

The Raul decision reinforces the Dodd-Frank Act’s bar on attempts to use the advisory shareholder vote to overrule directors’ business judgment on matters of executive compensation. The decision recognizes that directors should be permitted to determine appropriate compensation for executives in accordance with their company’s overall compensation philosophy — including such motivations as attracting, retaining, and incentivizing executives — without fear that they will be subject to liability should shareholders express disagreement with those judgments through an advisory say-on-pay vote.

Swiss to Vote Again on Executive Pay: Mandatory Pay Ratio Cap!

In the US, the corporate world is worried about disclosing pay ratios. In Switzerland, they are looking to cap CEO pay compared to the lowest paid employee at no more than 12:1. Here’s news from this excerpt of a WSJ article:

Switzerland is expected to vote later this year on a proposal to place further limits on executive pay, the latest effort to govern corporate compensation in a country that recently approved some of the world’s strictest say-on-pay rules. The Young Socialists, the youth wing of the left-leaning Social Democratic Party of Switzerland, have collected more than 100,000 signatures–the threshold needed to call a vote–in support of a referendum to limit executive salaries to 12 times those of a company’s lowest-paid employee. The campaign, dubbed the 1:12 Initiative for Fair Pay, is named for the organizers’ belief that no one in a company should earn more in one month than the lowest-paid employee makes in a year.

On Thursday, the Council of States, Switzerland’s upper house, will debate what recommendation it should give on the initiative, which voters are expected to consider in September or November. Two other government bodies have already recommended a rejection of the pay proposal.

The referendum will be the second time Swiss voters have been asked to weigh in on the country’s corporate-pay structure this year. This month they overwhelmingly approved the Minder Initiative, named for its creator, businessman and politician Thomas Minder, and also known as the “Rip-Off Initiative.” The plan allows the government to draft sweeping controls on compensation, such as requiring a binding shareholder vote on pay, as well as fines and jail time for violations.

And, as noted in this Reuters article, the Germans have started on work on their own set of new rules to rein in excessive pay…

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Toronto Stock Exchange Mandates Annual Board Elections; Proposes Majority Vote Standard
– Checklist: Annual Meeting Location & Venue Considerations
– Is Your General Counsel an “Executive Officer”? Not Necessarily
– Binding Bylaw Proposals for Independent Chairman by Norges Bank
– US Proxy Season Review: ESG Proposals

– Broc Romanek

March 21, 2013

Notable Proxy Statements: A Collection

I can’t profess to read all the proxies being filed – not the way that Mark Borges remarkably does when he analyzes their pay disclosures in his blog – but here are a handful I have peeked at:

General Electric
Johnson & Johnson
Hallador Energy (information statement)

Transcript: “Conduct of the Annual Meeting”

We have posted the transcript for our recent webcast: “Conduct of the Annual Meeting.”

My Final Four picks are Michigan over Michigan State in the final, with Wisconsin and Miami also in the Final Four. No #1 seeds make it that far…

More on Annual Meeting Conduct

Supplementing our recent webcast on the topic, in this podcast, Carl Hagberg, an Independent Inspector of Elections and Editor of The Shareholder Service Optimizer, provides his thoughts about the conduct of the annual meeting, including:

– What is your biggest concern about tabulation issues for this proxy season?
– What should companies say – and do – at the annual meeting if the vote looks close?
– How should companies handle adjournments?

Survey Results: Voting Options for Registered Shareholders

It is our understanding that the SEC has asked transfer agents (and others that deal with registered shareholders) to ensure that – if their phone and Internet voting applications have a “vote with management” button – they must also have a “vote against management” button. [You may recall that I have blogged, Broadridge will eliminate the “vote with…” button, encourage beneficial holders to vote on individual items, and indicate that if the holder clicks on “submit” without selecting any items individually, proxies and vote instructions will be cast in accordance with board recommendations.]

Here are survey results about the state of preparedness for the record holder side of this development:

1. At this time, our company intends to deal with registered shareholders by:
– Including both “vote with” and “vote against” management buttons – 3%
– Not including either “vote with” and “vote against” management buttons – 33%
– Including just the “vote with” button (but not the “vote against” button) – 0%
– Doing whatever our transfer agent (or whomever handles our registered holders) tells us – 40%
– Not sure at this time – 24%

– Broc Romanek

March 20, 2013

Corp Fin Issues Rare Section 402 No-Action Letter

Each time a new no-action response emerges from Corp Fin, I take a quick look. Nearly every time, they are not newsworthy as they tend to not be all that exciting. But when this response to RingsEnd came out a few weeks ago, I was hesitant to blog about it because it was novel – yet no one else seemed to notice. More importantly, I was scared to blog because the Staff used to say they wouldn’t provide any guidance on Section 402 of Sarbanes-Oxley (hence the 25 law firm memo). Interestingly, former Rep. Mike Oxley – now at BakerHostetler – was involved in procuring the Staff position.

Here’s a description of the no-action letter from BakerHostetler:

In BakerHostetler’s Feb. 28 letter to the SEC staff, Messrs. Oxley, Gallagher and Reich sought guidance on Section 402 with regard to an innovative equity-based incentive compensation (EBIC) program that their client, financial services firm RingsEnd Partners LLC, developed with global financial institution BNP Paribas. The EBIC program contemplates that participating employees will receive company stock as incentive compensation and thereafter transfer those shares to an independently managed Delaware statutory trust. The trust could then obtain term loans from an independent banking institution, using some or all of the shares transferred to the trust as collateral. The letter notes that, in the absence of interpretive guidance on SOX 402, public companies have been reluctant to permit directors and officers to participate in the proposed program.

BakerHostetler contended that an issuer allowing its employees to participate in the EBIC program would not be extending or maintaining credit, or arranging for the extension of credit, in the form of a personal loan to employees subject to SOX 402. The lawyers noted that although a company would “need to perform certain ministerial tasks in order to allow its employees to participate in the EBIC program,” the company would “neither encourage nor discourage employee participation,” nor would the company “directly or indirectly make or guarantee the loans, or provide any extension of credit or other financial support” to the trust, its trustee, or trust beneficiaries (the employees). BakerHostetler argued that the legislative history suggests that under the final version of SOX 402, the phrase prohibiting a company from “arrang{ing} for the extension of credit” should be read no more broadly than prohibiting the company from providing a “loan guarantee or similar arrangement,” language found in earlier versions of SOX 402.

In the new guidance issued by the SEC, the agency’s staff wrote that an issuer that permits its directors and officers to participate in the plan “would not be deemed thereby, directly or indirectly, to be extending or maintaining credit, in the form of a personal loan to or for such individuals for purposes of Section 13(k) of the Securities Exchange Act of 1934” {SOX Section 402}. The SEC also wrote that an issuer that undertakes certain ministerial or administrative activities to permit its directors and officers to participate in the EBIC Program would similarly not be deemed, directly or indirectly, to be extending … or arranging for the extension of credit in the form of a personal loan to or for such individuals within the meaning of SOX 402.

The Board’s Role on Risk (& Risk Disclosures)

In this podcast, D’Anne Hurd, a risk mitigation consultant and long-time board member, explains how boards should handle risk and risk disclosures, including:

– What is the board’s role in deciding which risk factors to include in the 10-K?
– Is it a topic at board meetings or do directors send their own notes to the document drafter?
– Which board committee takes the lead on managing risk?
– How often should boards discuss risk? How should boards manage their time to ensure the topic is adequately tackled?

Struggling with your March Madness bracket? How about a strategy of picking winners based on which schools have the coolest alumni…

Transcript: “Projections, Prospects & Other Crystal Ball Provisions: Colliding with 20/20 Hindsight”

We have posted the transcript for the webcast: “Projections, Prospects & Other Crystal Ball Provisions: Colliding with 20/20 Hindsight.”

As noted in this article, the Senate Banking Committee voted in favor of Mary Jo White’s nomination as SEC Chair yesterday – the confirmation now moves to the full Senate…

– Broc Romanek

March 19, 2013

Review Your ISS QuickScore Before Filing Your Proxy Statement

As noted in this Weil Gotshal memo: “Companies should review their report and make efforts to correct any data that is incorrect before filing their 2013 proxy statement. Any corrections must be specifically linked to public disclosures – SEC filings, website disclosures or press releases. This pre-filing action is important because ISS’ proxy analysis report for the 2013 annual meeting will include the company’s QuickScore and ISS will not allow data verification during a “blackout period” between the filing of the proxy statement and the shareholder meeting date.”

Meanwhile, check out Davis Polk’s Ning Chiu’s analysis of how the Dow 30 fared with QuickScore…

Next SEC Commissioner? GOP Senate Economist?

As noted in this Bloomberg article, Michael Piwowar, the chief Republican economist for the Senate Banking Committee, is being vetted for an appointment to replace outgoing SEC Commissioner Troy Paredes…

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– National Fuel Sues Harvard Law Project Over Proof of Ownership (And Then Proposal Withdrawn)
– A Director Takes a Stand at Overseas Shipholding Group
– Delaware Compels Annual Meeting Without Audited Financials
– Animal Rights Group to Mount Proxy Contest
– UK Stakeholder Group Seeks Feedback on Engagement

– Broc Romanek

March 18, 2013

Study: A 12-Year Comparison of Restatements

In a recent study, Audit Analytics looked back over 12 years of restatements and, among other things, found:

– In the last four years, the quantity of restatements has leveled off and severity has remained low, but restatements have increased from accelerated filers for the third straight year.
– Going back to 2007, there have been 4,806 companies that have found errors in their financial statements requiring they be restated and corrected
– During 2009, 153 accelerated filers disclosed restatements, followed by 158 in 2010; 202 in 2011 and 245 in 2012.
– During 2011, Revision Restatements (restatements revealed in a periodic report without a prior 8-K, Item 4.02 disclosure that past financials can no longer be relied upon) represented about 65% of the restatements disclosed by 10-K filers. This percentage represents the highest percentage calculated since the disclosure requirement came into effect August 2004.
– The average number of issues per restatement for 2011 was 1.38, the lowest during the twelve years under review.
– The average number of days restated (the restatement period) was 534 days during 2012, the fifth year in a row with a period above but near 500 days.

The Latest Iran Sanction Disclosure Developments

In this podcast, Abram Ellis of Simpson Thacher explains the latest developments relating to Iran sanctions and disclosure (see his earlier podcast on this topic too), including:

– What are we seeing so far for Section 13(r) Iran disclosures?
– In your earlier podcast – conducted before this reporting season – there were some questions about the “who, what, why and how” of the new rule – especially since there was some but not a lot of guidance from the SEC – have we learned anything more recently?
– Have you been surprised by the developments so far?
– Anything else we should talk about?

Mailed: January-February Issue of The Corporate Counsel

We mailed the January-February issue of The Corporate Counsel that includes pieces on:

– The Focus on Rule 10b5-1 Plans: What to Do Now
– New AS 16: The Impact of “Early Adoption” on the Audit Committee Report
– Iran Disclosures: More Guidance and Early Results
– What to Do With “Late” Shareholder Proposals?
– Political Contributions Disclosure: The Next Wave of Disclosure Lawsuits?
– Delaware Chancellor–“Malpractice for Most Issuers Not to Have a Shareholder Rights Plan in Place”
– Adding General Solicitation to Rule 506–Maybe Not as Simple as a (b) and (c)

Act Now: Get this issue rushed to when you try a 2013 No-Risk Trial today.

– Broc Romanek

March 15, 2013

Survey Results: Shareholder Engagement

Here are the results from our recent survey on shareholder engagement:

1. Before our annual meeting, our company actively seeks engagement with this number of institutional shareholders:
– More than 50 – 0%
– 26-50 – 12%
– 21-25 – 12%
– 10-20 – 12%
– 6-10 – 24%
– 1-5 – 6%
– None – 36%

2. Before our annual meeting, our company has actual engagement with this number of institutional shareholders:
– More than 50 – 0%
– 26-50 – 6%
– 21-25 – 0%
– 10-20 – 12%
– 6-10 – 24%
– 1-5 – 29%
– None – 29%

3. Before our annual meeting, our company typically receives unsolicited requests from this number of institutional investors:
– More than 5 – 0%
– 3-5 – 6%
– 1-2 – 24%
– None – 71%

4. If we receive unsolicited requests from institutional investors for engagement, our company:
– Always will engage with those investors – 60%
– Will engage some of the time with those investors – 33%
– Never will engage with those investors – 7%

Take a moment for our “Quick Survey on Separating 401(k) SPD & Prospectus” and “Quick Survey on End-User Exception for Swaps.”

Effective Board Diversity Change: Start with Baby Steps

In this podcast, Sylvia Groves of Governance Studio describes her efforts to diversify boards, including:

– Why do you think a diversity problem still exists in the boardroom?
– What is your “Diversity One Policy” idea?
– How is that better than “pink quotas”?
– How would your idea work in practice?

Mailed: January-February Issue of “The Corporate Executive”

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

– A Heads Up: IRS Comments on Excess Withholding
– Automatic Exercise at Expiration: Has the Time Come?
– Option Expiring When the Market Is Closed

Act Now: Get this issue rushed to when you try a 2013 No-Risk Trial to The Corporate Executive.

– Broc Romanek