July 18, 2013

Rumor! SEC to Propose Pay Disparity Rules Soon

With the three year anniversary of Dodd-Frank bearing down on us tomorrow comes this rumor – from this Bloomberg article – that the SEC is close to proposing pay disparity rules – perhaps as soon as August 21st! Normally, I don’t blog about rumors since they often don’t come true – but new SEC Chair White has promised to move the Dodd-Frank rules along and last week’s Reg D rulemaking proves that she means business. So perhaps we will see an entire set of the “Gang of 4” proposals soon enough.

Meanwhile, as noted in this Ning Chiu blog, there has been a bit of press about the pay ratio requirement in Dodd-Frank – as well as a House bill to stop it.

Registrations for our upcoming pair of conferences – in DC and via video webcast – are strong and for good reason. The full agendas for the Conferences are posted – but the panels include:

– 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
– The SEC Staff Review Process
– 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

More on Corp Fin’s Conflict Minerals FAQs

In addition to the horde of memos on the SEC’s recent FAQs on conflict minerals, you should read this Cooley news brief about informal Corp Fin guidance on the CDI dealing with timely filing for a Form SD and S-3 eligibility – and this Elm Consulting blog about the CDI regarding the need to file a Form SD or obtain an audit even if the company is supporting conflict-free sourcing…

According to this WSJ article, a PwC survey notes that companies are not making a whole lot of progress on conflict minerals: “Two-thirds of respondents to a new survey say their companies are in the early stages or have not yet started compiling information needed to meet the requirements of the Securities and Exchange Commission’s conflict minerals reporting law…. One-third of the nearly 900 executives surveyed said they still are trying to figure out if the reporting requirement applies to their businesses, according to the survey released Wednesday by PwC. Less than 5% said their companies have gathered most of the required information from their suppliers and have begun assessing it.”

July-August Issue: Deal Lawyers Print Newsletter

This July-August issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:

– The Merger Tarantella: Considerations in Post-Merger Corporate Governance
– The In-House Perspective: Post Merger Governance
– Activist Shareholders in the U.S.: A Changing Landscape
– Appraisal Rights: The Next Frontier in Deal Litigation?
– The Standard of Review in Going Private Transactions: Delaware’s Long Awaited Clarification

If you’re not yet a subscriber, try a “Rest of ’13 for Half-Price” no-risk trial to get a non-blurred version of this issue on a complimentary basis.

– Broc Romanek