September 23, 2013

Today: “Tackling Your 2014 Compensation Disclosures: The Annual Proxy Disclosure Conference”

Today is the “Tackling Your 2014 Compensation Disclosures: The Annual Proxy Disclosure Conference”; tomorrow is the “Say-on-Pay Workshop: 10th Annual Executive Compensation Conference.” Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.

How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of or to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter the Conference Here” – on the home pages of those sites – will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Flash Player). Here are the “Course Materials,” filled with talking points and practice pointers.

Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for or If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s conference agenda; times are Eastern.

How to Earn CLE Online: Please read these FAQs about Earning CLE carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see the CLE list for each Conference in the FAQs.

How Do “Bad Actor” Disqualifying Events Fit With FINRA Forms U4 & U5?

Today’s a big day as the SEC’s new Reg D rules kick in. Here’s something from MoFo’s Nilene Evans in this blog:

The new SEC “bad actor” provisions of Rule 506(d) become effective on September 23, 2013. Investment banks, which monitor FINRA compliance by their professionals, must ensure that their compliance systems capture all the potentially new requirements of Rule 506(d). The FINRA disclosure obligations of Forms U4 and U5 are more extensive than the Rule 506(d) provisions and for the most part, the texts are very different. But it is clear that most of the SEC “bad actor” disqualifying events are picked up by FINRA other than Rule 506(d)(1)(viii), which addresses violations of U.S. Postal regulations. For our readers’ convenience, here is a chart comparing the FINRA U4/U5 disclosure obligations to Rule 506(d).

Here’s an interesting Fortune article about the future of demo days. Here’s also a new FINRA investor alert about private placement risks. And check out Morrison & Foerster’s “Rule 15A-6 and Foreign Broker-Dealers.”

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– FINRA Cracks Down on Private Placements
– U.K. Mulls Audit Reforms
– Delaware Enacts Benefit Corporation Legislation
– Fair Value Reporting: Active Markets Not a Sound Basis
– GAO Issues Report on Internal Control Audits for Small Companies

– Broc Romanek