September 25, 2018

Today: “Pay Ratio & Proxy Disclosure Conference”

Today is the “Pay Ratio & Proxy Disclosure Conference”; tomorrow is the “Say-on-Pay Workshop: 15th 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: HTML5, Windows Media or Flash Player). Here are the “Course Materials.”

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 this “List: CLE Credit By State.”

Airbnb’s IPO? Dependent on Rule 701 Changes?

According to this CNBC report and Fortune article, Airbnb’s IPO – which is rumored to be happening next year – could be partially dependent upon the SEC allowing the hosts of Airbnb properties to be allowed to “participate” in the IPO by obtaining equity before the IPO happens, which would require changes to how Rule 701 works.

Right now, only employees & investors can obtain options or equity directly from pre-IPO companies. Airbnb wants their “gig economy” hosts to join the ranks of those that can get into the ownership ranks early.

My initial guess was that Airbnb’s request was in the form of an interpretive letter request to the Corp Fin Staff. But after this article used the term “comment letter,” I realized that these media articles were motivated by Airbnb submitting a mere comment letter in response to the SEC’s recent 701/S-8 concept release – and that the company had distributed the letter to some media outlets because the letter wasn’t posted on the SEC’s site at the time of the articles (it now is; there are a total of five comment letters submitted so far).

In any case, there is little chance that the SEC gets to the “final rule” stage until late 2019 at the earliest since it typically takes quite a while for the SEC to issue a proposing release after a concept release – and then another chunk of time between proposal and adoption of a rule change…

Podcast: California’s Board Diversity Law

In this 18-minute podcast, Shelly Heyduk of O’Melveny & Myers discusses a new law that will require the boards of California-headquartered public companies to satisfy specific gender diversity requirements, including:

– What’s the status of this legislation?
– What will the law require, and what companies will it apply to?
– Do you think there will be legal challenges to the law?
– Given the length of time that it takes to recruit new directors, should California companies be searching now for new nominees?

Broc Romanek