July 25, 2013

Just Added! Corp Fin Director Keith Higgins to “Proxy Disclosure Conference” Lineup!

We are very excited to announce that Corp Fin Director Keith Higgins will be part of our “Annual Proxy Disclosure Conference” on September 23rd. Registrations for our upcoming pair of conferences (combined for one price) – in DC and via video webcast – are strong and for good reason. The full agendas for the Conferences are posted – but the panels include:

– Keynote: “Keith Higgins, Director, SEC’s Division of Corporation Finance”
– Keynote: “Former Congressman Mike Oxley”- Q&A with ISS
– Q&A with Glass Lewis
– Say-on-Pay Shareholder Engagement: The Investors Speak
– Compensation Committees & Advisors: The NYSE & Nasdaq Speak
– Realizable Pay Disclosure: How to Do It
– How to Improve Pay-for-Performance Disclosure
– We Don’t Have a Good Pay Story: What Do We Disclose?
– How to Avoid Executive Pay Disclosure Litigation
– Peer Group Disclosures: What to Do Now
– In-House Perspective: Strategies for Effective Solicitations
– Creating Effective Clawbacks (and Disclosures)
– Pledging & Hedging Disclosures
– The Executive Summary
– The Art of Supplemental Materials
– Dealing with the Complexities of Perks
– Say-on-Parachute & Post-Deal Disclosure Developments
– Compensation Accounting, Tax & Risk Assessment Disclosures
– Shareholder Proposals & Executive Pay
– The Rise of Political Contribution Disclosures

Dodd-Frank’s Whistleblower Protections: First Appeals Court Weighs In

As noted in the memos posted in our “Whistleblowers” Practice Area, the Fifth Circuit became the first appellate court to deliver an opinion on the Dodd-Frank whistleblower rules (Asadi v. G.E. Energy(USA)) – finding that a whistleblower can be protected only if they provide information to the SEC. It is noteworthy that some district courts have ruled differently.

Since the SEC’s new Reg D rules were published in the Federal Register yesterday, they become effective on September 23rd (60 days thereafter)…

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:

– For Proxy Advisers, Influence Wanes
– The Battle Over Shareholder Written Consent Bylaws
– More on “Shareholder Proposals: Goldman Sachs for President!”
– How Voting Rights in Corporate Elections Get Compromised Worldwide
– Waning Support for Some Shareholder Proposals
– Activists Unite to Obtain Majority Support for “Split the Company” Shareholder Proposal

– Broc Romanek