October 28, 2015

Today: “Say-on-Pay Workshop – 12th Annual Executive Compensation Conference”

Today is the “Say-on-Pay Workshop: 12th Annual Executive Compensation Conference”; yesterday was the “Annual Proxy Disclosure Conference” – and the video archive of that Conference is already posted. 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 Pacific.

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.

SEC Enforcement Actions Against Outside Directors

Here’s the intro from this blog by Kevin LaCroix:

From time to time, the SEC reiterates its view of the critical gatekeeper role companies’ outside directors play in safeguarding investors’ interests. Nevertheless, it has been relatively rare for SEC to pursue enforcement actions against outside directors based on an alleged failure to fulfill that role. But while these actions are rare, the agency does periodically bring enforcement actions against directors whom the agency contends shirked their duties.

For example, on September 9, 2015, the agency filed civil fraud charges against Stephen Pence, the former board Chair and majority shareholder of staffing services company General Employment Enterprises. As discussed in the agency’s press release about the enforcement action, which was accompanied by a separate enforcement action against GEE’s outside auditing firm and several of the audit firm’s partners, Pence, a former U.S. attorney and former Lieutenant Governor of Kentucky, allegedly made misleading statements to the auditors involving a supposed $2.3 million certificate of deposit investment of the company. (The bank that supposedly had issued the CD had no record of the transaction.) Pence also allegedly signed GEE’s 2009 annual report despite knowing that it contained misleading statements about the $2.3 million CD transaction and other related party transactions.

Transcript: “Transaction Insurance as a M&A Strategic Tool”

We have posted the transcript for our recent webcast: “Transaction Insurance as a M&A Strategic Tool.”

Broc Romanek