August 12, 2016

Our New “Best Efforts Offerings Handbook”

Spanking brand new. By popular demand, this comprehensive “Best Efforts Offerings Handbook” covers Rule 10b-9 and min/max offerings, a topic rarely covered in any deals-related treatise. This one is a real gem – 24 pages of practical guidance – and its posted in our “Best Efforts Offerings” Practice Area.

Pay Ratio: Can You Just Use Cash Compensation? (No)

A lot has been written over the last week about PayScale’s recent study of pay ratios in the workforce. PayScale found an average ratio of 71:1 comparing median cash compensation for 168 of the highest-paid CEOs in the annual Equilar 200 study to cash compensation of the median employee for those companies.

This ratio is far below what other organizations – like the “AFL-CIO PayWatch” – have found. That’s because PayScale only used cash compensation in its calculations – not the big hitter items like options, restricted stock, etc. As noted in this blog, equity accounted for 68% of the CEO compensation included in the Equilar 200 study used for the PayScale comparison. In other words, on average, less than one-third of CEO compensation was earned in cash.

I find PayScale’s exercise a tad misleading because the SEC’s rules don’t allow a comparison of just cash compensation – annual “total” compensation must be used in the ratio. Enough said.

One good thing about the PayScale study is that it provides information about employee perception of CEO pay, including:

– 55% of employees were not aware of their CEO’s compensation – among those that were, 80% believed it was appropriate
– 57% of those who felt that their CEO is overcompensated also believe that this negatively affects their view of their employer
– Employees at higher levels have more knowledge about – and more readily approve – of CEO compensation than lower level employees

More on “The US Citizenship Ceremony: An Emotional Experience”

A long while back, I blogged about how great my friend’s citizenship ceremony was – and I received a number of kind notes. For example, Kevin LaCroix of “D&O Diary Blog” fame shared:

Thanks for your post about your friend’s citizenship ceremony. It has been nearly 30 years since I was a law clerk for a district court judge, but I still get goose bumps when I remember the naturalization ceremonies at the courthouse while I was clerking. I think every American should witness one of these events, at least once, just as a reminder of what we have. Thanks for sharing your friend’s happy news.

And another member said:

What a nice story, and it brought back good memories for me. Many (many, many) years ago I worked for a federal district judge in Pittsburgh. The naturalization proceedings rotated among the judges, but when my judge had one, he pulled out all the stops–boy scout color guard, American Legion reception, and the most stirring speech that you ever heard by the judge on what it means to be an American. There wasn’t a dry eye in the place by the time they took the oath, and I’m sure it was a day the new citizens would never forget. Is this a great country or what?

Broc Romanek