September 6, 2013

Spreecast with Alan Dye & Me (Yes, I Said “Spreecast”)

As you know, I like to try out new ways to communicate – and so I am launching a series of spreecasts. It’s a cool new communication platform – you will be able to watch the speakers on video – while also being able to chat with others and ask questions of the speakers. Here are FAQs about how it works – but the upshot is you have to register for Spreecast first (although it is possible to watch without registering if you close a prompt). Simply sign up by using an email address by clicking the “Or sign up via email” link in the upper right hand side of the site (it’s in small print under the “Connect with Facebook” logo).

I have calendared my first two spreecasts:

– “Being Alan Dye” – Thursday, September 12th (4 pm est)
– “More on Reg D Offerings Today” – Tuesday, September 17th (2 pm est)

Reminder: Act Now for “End-User Exception” for Swaps Activities

Here is a reminder from this Gibson Dunn blog that starting on Monday, new CFTC rules will take effect for non-financial companies that use swaps to hedge or mitigate commercial risk. These rules will require the clearing of interest rate swaps and credit default index swaps unless an exception is available. One such exception is the “end-user exception,” and public companies planning to rely on this exception must take certain governance steps. These include obtaining approval from the board of directors or an appropriate committee to enter into swaps exempt from clearing.

We have posted memos on what to do now in our “Swaps” Practice Area.

Now 60 Say-on-Pay Failures This Year

Last week, Helen of Troy became the 59th company to fail its say-on-pay in ’13 – see the Form 8-K – with only 12% support, the 2nd lowest level this year.

And then we have Capstone Turbine who appears to be the 60th company with only 48% support – although its Form 8-K doesn’t quite characterize it either way, as it just provides the share data. However, the company’s proxy statement (pg. 2) states that abstentions have the effect of an against vote.

Thanks to Karla Bos of ING for the heads up on these!

– Broc Romanek