Broc Romanek is Editor of CorporateAffairs.tv, TheCorporateCounsel.net, CompensationStandards.com & DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards & the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League" & curator of its "Deal Cube Museum."
Yesterday, HealthSouth announced that its board plans to adopt a by-law amendment relating to shareholder nominations for directors that would reimburse activist shareholders, subject to certain conditions, where the candidate gets at least 40% of the votes cast. Here is Joann Lublin’s WSJ article.
The proxy access alternative of reimbursement bylaws – first permitted under Delaware law back on August 1st – has been promoted by AFSCME, who submitted two shareholder proposals on this topic this past proxy season and plans to submit it to ten companies next year. It also has been highlighted as a reasonable solution during the proxy access debate by Professor Charles Elson, who just happens to be Chair of HealthSouth’s Governance Committee. So Charles is putting his money where his mouth is…
Mailed: September-October Issue of The Corporate Executive
The September-October 2009 issue of The Corporate Executive contains a great lead article about how to plan ahead for your executives ahead of the inevitable tax increases (thanks to Mike Melbinger of Winston & Strawn for drafting this piece!). The issue includes:
– Secular Trusts, Distributions and Other Compensation Planning Opportunities in Anticipation of Potential Tax Increases
-Deferral vs. Acceleration of Income
– Common Acceleration Strategies
– Termination of Non-Qualified Deferred Compensation Plans
– Current Employer Funding Using a Secular Trust
-Roth IRA Conversions and Rollovers in 2010
– 3121(v) Employment Tax Election for SERPs
– Preparing Now For IFRS 2
-Option Pricing Model
– Awards with Graded Vesting
– More Granular Option Valuations
– Accounting for Payroll Taxes
– Share Withholding
Act Now: Get this issue on a complimentary basis when you try a “Rest of ’09” for free when you try a 2010 no-risk trial today.
A few weeks back, I blogged about New York’s new Power of Attorney law and its possible implications for registration statements, Section 16 reports and Form 10-Ks. Since then, there has been disagreement among practitioners regarding how broadly the new law should be applied in the federal securities law context.
A number of working groups, including one from the New York State Bar, have been making efforts to introduce a technical amendments bill in New York would clarify some of the open issues – but it sounds like there are some issues that would remain outstanding even after those efforts. Plus, a technical amendment doesn’t appear on the fast-track and it’s not likely to be adopted soon.
In this podcast, Maureen Sladek of IBM provides some great insight by identifying the open issues and addressing how to handle them under New York’s new Power of Attorney law (including providing a set of FAQs and sample POA under the new law that she co-wrote with Evan Barth; see our “Power of Attorney” Practice Area for those), including:
– What’s the background on the New York Power of Attorney law?
– What are the biggest problems from a corporate perspective?
– Are there any efforts to fix these problems?
– What should companies do in the meantime?
Ask the Experts: Prepping for a Wild Proxy Season
In a few weeks, we’re holding a webcast entitled “Ask the Experts: Prepping for a Wild Proxy Season,” during which a panel of experts will provide practical guidance in a variety of areas that those grappling with the upcoming season know too well. This is your chance to get your questions answered by the best – shoot me an email with any proxy season questions you may have leading up to November 18th. Your identity will be kept anonymous.
More on “The Mentor Blog”
We continue to post new items daily on our new blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– Is the SEC Necessary?
– Towers Perrin Releases 2008 D&O Survey Report: Some Comments
– More on “Law Firms Going Public: Crazy Talk?”
– Survey Responses: Transfer Agent Opinion Requests
– Study of Early Adopters: IRO Use of Twitter
Last week, Tom Ball gave us the basics in broker nonvote math. In this podcast, David Drake and Rhonda Brauer dig further into the math of revised NYSE Rule 452 – here’s the worksheet you should print out to follow along – and help you explore some possible ways to get out those otherwise lost retail votes.
In our “Proxy Season Blog” yesterday, I blogged about the confusion of the intersection of revised Rule 452 and Delaware law. Note how there has been a bit of back and forth in Topic #5216 of our “Q&A Forum” about this topic too.
And remember that a number of critical proxy season areas are covered in our “Special” November-December issue of the Deal Lawyers print newsletter. Finally, note that the upcoming issue of The Corporate Counsel will be providing practical guidance in the broker nonvote area.
Federal Reserve Proposes Guidance on Sound Incentive Compensation Policies
From Cleary Gottlieb: Yesterday, the Federal Reserve released for comment proposed guidance on incentive compensation applicable to all banking organizations under its supervision. The proposal includes two supervisory initiatives. The first, applicable to 28 “large, complex banking organizations,” will involve a review each organization’s policies and practices to determine their consistency with the guidance described below. The organization-specific policies will be assessed by supervisors in a special coordinated “horizontal review.”
The press release issued with the proposed guidance states that “[t]he policies and implementing practices adopted by these firms in response to the final supervisory principles will become a part of the supervisory expectations for each firm and will be monitored for compliance.” The second initiative will involve a review of compensation practices at regional, community, and other banking organizations not classified as large and complex, as part of the regular, risk-focused examination process. These reviews will be tailored to take account of the size, complexity, and other characteristics of the banking organization.
The guidance is designed to apply to the compensation of: (1) senior executives and others responsible for oversight of an organization’s firm-wide activities or material business lines; (2) individual employees, including non-executive employees, whose activities may expose the organization to material amounts of risk; and (3) groups of employees who are subject to the same or similar incentive compensation arrangements and who, in the aggregate, may expose the organization to material amounts of risk.
Alongside the proposed guidance, the Fed released six Q&As. The Q&As state that the Fed has issued the proposed guidance under its authority to monitor the “safety and soundness” of institutions subject to its oversight. The Q&As also note that the proposed guidance is “consistent with” the Financial Stability Board’s Implementation Standards for its Principles for Sound Compensation Practices, which were released last month in conjunction with the G-20 Summit in Pittsburgh.
The FSB was organized at the direction of the G-20 in order to address vulnerabilities and develop and implement strong regulatory policies in the interest of financial stability. The United States is the first G-20 nation to issue detailed guidance on compensation practices since the FSB’s Implementation Standards were released. The Q&As provide that comments on the proposed guidance will be accepted for 30 days.
In his “Proxy Disclosure Blog last night,” Mark Borges blogged his analysis of the plan from Special Master Feinberg that was posted late yesterday. He also analyzes the separate “determination” letter sent to Banc of America.
SEC Proposes Rules for Dark Pools
On Wednesday, the SEC proposed a set of rules related to dark pools (here is Chair Schapiro’s statement), meant to address three areas of concern by:
– Requiring actionable Indications of Interest (IOIs) — which are similar to a typical buy or sell quote — to be treated like other quotes and subject to the same disclosure rules.
– Lowering the trading volume threshold applicable to alternative trading systems (ATS) for displaying best-priced orders. Currently, if an ATS displays orders to more than one person, it must display its best-priced orders to the public when its trading volume for a stock is 5% or more; the SEC’s proposal would lower that percentage to 0.25% for ATSs, including dark pools that use actionable IOIs.
– Creating the same level of post-trade transparency for dark pools – and other ATSs – as for registered exchanges. Specifically, the SEC’s proposal would amend existing rules to require real-time disclosure of the identity of the dark pool that executed the trade.
Yesterday, Special Master Kenneth Feinberg revealed the details of the long and contentious negotiations over the pay levels for the top 25 paid executives at five financial institutions and two automakers that received TARP money. Although Feinberg’s plan itself hasn’t yet been made public (but will be later today or within the next day or so), the details of the plan are fully reported in numerous articles in the papers today.
It appears that the key components of this pay reform include:
– About a 50% overall compensation cut
– Salary cuts of about 90%
– Some of the reduced salaries replaced with restricted stock, vesting immediately but paid out in one-third per year installments after a two-year waiting period
– Limits on perks, with anyone receiving more than $25k having to seek special permission
Here are articles from today’s newspapers describing this story:
The Battle Over Climate Change Heats Up for Shareholders
Recently, I blogged about the strong likelihood that Corp Fin would act on refining disclosure requirements related to environmental and climate change issues. That blog included statistics from the past proxy season regarding the growing support for ESG shareholder proposals, courtesy of RiskMetrics.
On top of this movement, the news recently has been filled with companies leaving the US Chamber of Commerce due to the Chamber’s position on climate change (egs. Apple, Exelon, PG&E, PNM Resources, Duke Energy and Nike). We may soon see more of these departures – or at least companies publicly distancing themselves from the Chamber which is now in attack mode on climate, health care reform and financial reforms.
As noted in this press release, letters were just sent to 14 large companies from a group of 43 investors and investment-focused organizations – representing over $16 billion in assets under management – urging the companies to “end the ‘glaring contradiction’ between their own policies and the U.S. Chamber of Commerce’s and National Association of Manufacturers’ positions on pending climate legislation. Each of the companies has publicly stated that it supports action on climate change, which the Chamber and NAM strongly oppose.” And Change-to-Win released a scatching report recently about how the Chamber’s leader, Tom Donohue, has hijacked the Chamber’s agenda.
Recently, a bunch of the mass media outlets were tricked into reporting that the Chamber had reversed its climate change stance. And the Washington Post reports how President Obama has reduced the clout that the Chamber has in DC.
Is the 6th Time a Charm? More Internal Control Delays Possible?
As I blogged recently, the SEC has announced a delay for smaller companies to provide auditor attestations – the adopting release is now posted. I think that’s the last of the delays in internal controls, as SEC Chair Schapiro indicated in the press release announcing this last delay. But then again, the efforts to delay – or stop – internal controls reporting shouldn’t be underestimated.
Recently, Representative Scott Garrett (R-N.J.) introduced the “Small Business SOX Compliance Relief Act,” which would permanently exempt non-accelerated filers from the auditor attestation requirements of SOX Section 404(b). I doubt a deregulatory bill will go anywhere in Congress these days – but you never know. Let us know what you think:
A few weeks ago, the WSJ ran an article about how some boards were rejecting resignations by directors after they failed to achieve a majority vote “for” at an annual shareholders meeting.
A day later, Delaware Vice Chancellor Noble held – in City of Westland Police v. Axcelis Technologies – that, among other things, if a company adopts a plurality-plus voting policy (ie. Pfizer-style) and several directors do not receive a majority of the vote in the election, the board’s subsequent rejection of the directors’ resignation letters is not, by itself, enough to serve as a credible basis of wrongdoing in a books and records request brought under Section 220 of the Delaware General Corporation Law. I imagine this type of issue will become more common as withhold vote campaigns continue to gain traction. Fyi, Professor Jay Brown blogged about this case today and yesterday in “The Race to the Bottom” Blog.
In reading the opinion, note that VC Noble really focused on the plurality aspect, as the directors were, in fact, re-elected. There is the potential for a plaintiff to try to make a distinction if this arises for a company with a majority vote standard. I don’t think this should make a difference, but a plaintiff may disagree…
Understanding the Impact of FASB’s Codification on Disclosures in SEC Filings
Unfortunately, lawyers who draft disclosure for a living are impacted by the FASB’s recent codification of accounting standard project. In this podcast, Larry Bard of Morrison & Foerster explains how the Codification impacts disclosures in SEC filings, including:
– What is the Codification and when is it effective?
– What effect will the Codification have on public companies?
– What about all the SEC rules and interpretative material that reflects the pre-Codification Literature?
– What should lawyers be doing to get up to speed with the Codification?
In FEI’s “Financial Reporting Blog,” Edith Orenstein reports on the dozen items on the PCAOB’s ambitious standard-setting agenda going forward. Edith notes “Different from prior years, however, the agenda includes ‘milestones’ for projected dates of finalization of these projects, and the dates go out to 2011.”
Last Day for San Fran Registration: “4th Annual Proxy Disclosure Conference”
Due to unprecedented demand and limited space at our conference hotel for the “17th Annual NASPP Conference,” we were forced to end Conference Registrations last week for that Conference. It’s sold out! However, we are still accepting San Fran registrations through the end of today for the paired Conferences, the “4th Annual Proxy Disclosure Conference” (11/9) – and the “6th Annual Executive Compensation Conference” (11/10). You automatically get to attend both Conferences for the price of one. Here is the agenda for both Conferences.
Order Audio from NASPP Conference: In addition, you can still hear each – and any – of the 36 panels you wish from the NASPP Conference by ordering the downloadable audio and course materials.
With the upcoming proxy season promising to shake things up and possibly place more companies in “play” than ever before, I decided to create a “special” issue of the Deal Lawyers print newsletter and rush it out so that you can begin to prepare now. This “Special” November-December issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:
– How to Respond to a Stocklist Demand
– How to Scrub Your Bylaws Ahead of Proxy Access: Considerations for Delaware Corporations
– A Practical Primer: How to Tabulate and Report Voting Results
– “Practice Points” on Reporting Voting Results
– An Insider’s Perspective: How to Avoid a Yahoo-Like Tabulation Nightmare
– The Growing Importance of “Just Vote No” Campaigns: Analysis and Takeaways
If you’re not yet a subscriber, try a “no-risk trial to get a non-blurred version of this issue on a complimentary basis. Current subscribers should renew now as this is the last issue since all subscriptions expire at year-end.
Please take a moment to participate in our “Quick Survey on Impact of Loss of Broker Nonvotes for ’10 Proxy Season.”
RiskMetrics Publishes ’09 Postseason Report
Always popular, RiskMetrics has posted its final ’09 Postseason Report. It’s a good piece to help read the tea leaves for the upcoming proxy season…
Bringing It: PPIP Finally Gets Going
Back on September 30th, the Treasury Department announced that two firms – Invesco and The TCW Group – have raised the initial capital for the purchase of illiquid assets in accordance with the Legacy Securities Public-Private Investment Fund (since then, 3 more firms have done so). Here is a related Washington Post article.
On Friday, the SEC announced that Adam Storch had been lured out of Goldman Sachs to fill the newly-created position of Managing Executive in the SEC’s Division of Enforcement. As noted in the SEC’s press release:
Mr. Storch will be responsible for project management and workflow for various infrastructure and operational aspects of the Division, including budget, information technology, and administrative services. In addition, he will oversee the workflow and process associated with the collection and distribution of Fair Funds to harmed investors. Along with Lorin Reisner, the Deputy Director of the Division of Enforcement, Mr. Storch will supervise the Office of Market Intelligence, improving the collection, analysis, risk-weighing, triage, referral, and monitoring of the hundreds of thousands of tips, complaints and referrals that the agency receives each year.
Getting beyond Adam’s tender age of 29 – which is easy for me to get beyond, personally I feel I was “smarter” at that age, but not wiser (note Seeking Alpha has trouble with age) – the issue of whether Goldman Sachs secretly rules the world is what the public has focused on so far (here is an example, again and another). This one from the Motley Fool has a funny line:
I pledge allegiance to the Flag of the United States of America, and to the Corporation, which it supports, One Nation under Goldman, indebted forever, with Liberty and Justice unlikely.
I can understand how the fear of a Goldman conspiracy may the focus – and perception indeed does matter – but this clearly is a recruitment coup for the SEC. It’s not easy to lure someone from the Street with a government salary, particularly someone that can help sift technologically through the massive amounts of market data and the numerous leads that the SEC receives daily. But maybe the SEC shouldn’t have started Adam out in such a key role and saved themselves some “face”…
A Comeback for Insider Trading?
It’s one of those crimes that we will never eradicate and periodically rears its ugly head as perhaps being rampant – insider trading. It’s too easy to do and the gains are immediate (and likely feels like no one is being hurt).
On Friday, the SEC announced the latest “giant” in a series of insider trading actions that goes back decades. A billionaire hedge fund manager got charged with being a “master of the rolodex” rather than a genius in trading strategies. Raj Rajaratnam cultivated a network of senior executives at major companies like IBM, Intel and McKinsey.
I normally don’t cover insider trading, but this one is a “biggie” (see this NY Times article and this Reuters article) and may signal a larger trend. For those in companies, make sure your compliance programs are spotless so that you don’t get dragged down by any true fraudsters in your midst when the diligence for litigation commences…
Mailed: September-October Issue of The Corporate Counsel
The September-October issue of The Corporate Counsel includes pieces on:
– More Meltdown Fallout–Going Concern and Other Out-of-the-Ordinary Audit Reports in SEC Filings
– Omitting Schedules from a Filed Merger Agreement–The Merrill Lynch Bonuses
– Filing an Acquired Company’s Post-§15(d) Suspension 10-K–EDGAR Technicalities
– Discussion at ABA of Risdall’s Reg D Integration Holding
– A Few Thoughts on FASB’s Recent Codification of Accounting Principles
– FAS 5 Now Subtopic 450-20–Impact on Audit Letters?
– Expert Consent Required For Reference to Consultant, Etc.?–New CDI
– New/Revised CDIs Provide More Flexibility for Selling Security Holder Registration
Act Now: Get this issue on a complimentary basis when you try a “Rest of ’09” for free when you try a 2010 no-risk trial today.
Well, it’s not really a surprise since we’ve been waiting a few years for this proposing release to amend Notice & Access, which the SEC finally issued last night. The surprise is that it wasn’t a product of an open Commission meeting. The SEC smartly issued this set of proposals without the fanfare of an open meeting, which is not required if all of the Commissioners sign an order (ie. seriatim). Since these e-proxy proposals are not likely to be controversial – at least compared to the outstanding proposals the SEC has out there – the SEC went with what used to be the traditional route of getting a proposal out of the SEC (more recently, nearly all proposals are the product of open Commission meetings; it wasn’t that way a decade ago).
One problem is the late date of this proposing release. The comment period is 30 days from the proposals being published in the Federal Register, which doesn’t give the SEC much breathing room to adopt changes to the e-proxy rules ahead of the upcoming proxy season.
Then again, the impact of the loss of broker nonvotes for director elections may cause many companies – ones that have used e-proxy during the past few proxy seasons – to go back to mailing paper (one of the subjects of our “Quick Survey on Impact of Loss of Broker Nonvotes for ’10 Proxy Season”). So these proposals may be a day late and dollar short (sorta like NIRI’s newly released “Standards of Practices for Notice & Access, Volume II“).
The proposing release is pretty short (the “meat” is 21 pages) and there are three main items proposed:
1. More flexibility for the form of Notice that companies use (which will catch the rules up to what the SEC already has informally blessed for the revised Notice that Broadridge has been using recently)
2. Enabling companies (and others who use e-proxy) to enclose explanatory materials with the Notice
3. Tweak timeframe when someone other than an issuer relies on e-proxy to make it more feasible to do (changing to a later of (i) 40 days before the shareholder meeting or (ii) file preliminary proxy within 10 days of issuer filing a definitive proxy and send Notice no later than date on which it files its definitive proxy with the SEC)
Note that the SEC didn’t propose reducing the 40-day timeframe for issuers – but did ask this question on page 17 as to whether to reduce it to 30 days. By at least asking the question, the SEC arguably could adopt something like this if it so desired. In comparison, the SEC didn’t propose nor ask the question about whether issuers could just send the notice with a proxy card from the “get go.” So this type of framework couldn’t be adopted unless the SEC re-proposed it.
The First Company Creates a Year-Round E-Forum
The first company has created a year-round e-forum (there have been a number of companies that have created e-forums for their annual meeting, such as Intel and Amgen). In this podcast, Abe Wischnia of Abe Wischnia & Associates and Jnyaneshwar Prabhu of iMiners explain why – and how – a company can start its own e-forum for shareholders, including:
– What motivated you and your client company to implement an electronic shareholder forum?
– How can an electronic shareholder forum enhance corporate disclosure and transparency?
– What about processes and policies to maintain control of the board content and to ensure that SEC rules and regulations aren’t violated?
– How expensive/time consuming was it to create the e-forum?
What is the process by which iMiners can help others that are considering an e-forum?
– What else does iMiners do?
Just found out that there is a famous “B Romanek” with handbags at Barneys – feel violated somehow…
The Fees Remain the Same (Not to be Confused with “The Song Remains the Same”)
Last week, the SEC issued this fee rate advisory, announcing a a continuing resolution as part of its annual ritual of delaying the new rates for registrations statements, etc. until Congress passes the government’s budget for the new fiscal year that started on October 1st. Until Congress acts, all fee rates remain at their current rates.
Recently, I blogged about how Microsoft became the first company to take a triennial approach to say-on-pay. Yesterday, Prudential adopted a biennial model – starting with its 2010 annual shareholders’ meeting, the company will have a non-binding say-on-pay on its ballot every other year.
More Executive Pay Surveys: A Comparison
Following a trend commenced last year by Schering-Plough, industry rivals Lockheed Martin and Northrop Grumman recently posted shareholder surveys regarding executive pay on their websites. The principal idea behind these surveys is to provide a better avenue than say-on-pay for shareholders to weigh in on compensation (egs. shareholders can provide specific comments and the questions are more narrowly focused).
You may recall that I recently conducted a podcast with Susan Wolf of Schering-Plough regarding how the experience worked out for them this past proxy season. Schering-Plough intends to announce the results of its survey sometime during the next few months. Amgen also canvassed shareholders this past proxy season. We have compiled all these surveys in our “Say-on-Pay” Practice Area.
A Comparison of the Surveys
1. Posting Surveys Online – The two newest surveys are posted online – but Schering-Plough mailed their survey as part of their proxy materials (as noted in this press release). Amgen also posted its survey online. It will be interesting to see whether posting surveys increases – or decreases – shareholder participation. My guess is “increase” – but you never know (for example, note how e-proxy has resulted in a decrease in retail votes).
2. Evaluation of CD&A Transparency – To some degree, all of the surveys piggyback on TIAA-CREF’s list of ten questions for evaluating CD&As that was released back in August ’07 (in fact, Amgen’s survey is identical to TIAA-CREF’s survey). All of the surveys ask whether shareholders found their CD&As clear and useful and allow for five types of answers.
3. Tying Pay to Performance – The surveys ask whether shareholders think pay is tied to performance in slightly different ways. Lockheed Martin’s survey asks whether its executive pay as disclosed ties pay to performance and is aligned with shareholder value. Northrop Grumman’s survey asks whether its compensation play is aligned with the long-term creation of shareholder value. Schering-Plough asks whether its executive pay program is tied to performance and then also drills down with questions about specific performance metrics.
4. Does Pay Matter? – Northrop Grumman asks two interesting questions that the others do not: whether the shareholder analyzed the company’s pay policies and practices before becoming a shareholder and whether the company’s compensation plan was a material consideration in becoming a shareholder.
5. Retention and Mix of Equity – Schering-Plough was the only company to ask whether shareholders thought that the company’s pay plan allows it to attract and retain well-qualified executives, as well as ask questions about the mix of equity in both its executive’s and director’s pay.
6. Whether Shareholders Support Pay – Both of the newest surveys – Lockheed Martin and Northrop Grumman – cut to the chase and ask the $64,000 question: whether shareholders support the company’s compensation plan as described in the CD&A.
7. Additional Comments – All of the surveys allow for shareholders to submit their own comments, a smart move since the use of multiple choice answers can be limiting. Amgen’s survey doesn’t even provide an opportunity to select from a multiple choice menu – each question has a text box below it. I think providing multiple choice selections will increase the likelihood of obtaining more responses – as some potential respondents may be daunted by the burden of spending too much time on a survey.
Note that Northrop Grumman decided to also use its survey to solicit feedback on two non-compensation related matters: allowing shareholders to call a special meeting on any issue and if so, what minimum percentage of shares should be the threshold to do so.
San Francisco Conference Registration Ends Tomorrow!
Due to unprecedented demand and limited space at our conference hotel for the “17th Annual NASPP Conference,” we are forced to end San Fran Conference Registrations at the end of tomorrow, Friday, October 16th for those attending live in San Francisco. This includes attending the pre-conference – the “4th Annual Proxy Disclosure Conference” – in San Francisco.
You Can Still Attend Via Video Webcast: In the alternative, you can still attend the “6th Annual Executive Compensation Conference” (held on 11/10) – which is paired with the “4th Annual Proxy Disclosure Conference” (11/9) – by video webcast. You automatically get to attend both Conferences for the price of one. Here is the agenda for both Conferences.
Order Audio from NASPP Conference: In addition, you can still hear each – and any – panel you wish from the NASPP Conference by ordering the downloadable audio and course materials.
Helping you to gear up for a difficult proxy season, I have decided to start a weekly proxy solicitor podcast series. Each week, a new podcast with cover a hot topic that you may well face soon – with practical guidance from a proxy solicitor to help you navigate troubled waters. Here is the second installment in our series:
In this podcast, Tom Ball of Morrow & Co. explains the basics of the mechanics of counting broker non-votes and it’s implications for companies this proxy season, including:
– What is an example of how the math should be done to determine the impact of the loss of discretionary broker votes on a specific company?
– What type of companies – size, market cap, stock price, industries – may be impacted the most by the loss of broker nonvotes?
Please take a moment to participate in our “Quick Survey on Impact of Loss of Broker Nonvotes for ’10 Proxy Season.”
XBRL US Proposes New US GAAP Elements for Latest FASB Pronouncements
Recently, XBRL US announced that it has published a set of over 200 new elements – known as “US GAAP Taxonomy 2009 Addendum-1” – to reflect new FASB accounting standard changes issued since December 31, 2008. Some of these new standards are eligible for early adoption by public companies for annual and interim periods ending on or prior to December 31, 2009. These elements are out for public comment, but likely will be adopted as proposed.
The new FASB standards incorporated include only those that are deemed critical for companies preparing financial statements before the US GAAP Taxonomy 2010 is published. The XBRL US GAAP Taxonomy is published once each year to avoid confusion over which release should be used and to ensure the greatest comparability of data. In the event of a substantial number of new accounting standards, XBRL US publishes an addendum taxonomy such as this one, so that companies that need to use the new FASB pronouncements do not have to create new extensions and so that every company using the new standard uses the same element.
How to Sell a Division: Nuts & Bolts
We have posted the transcript for our recent DealLawyers.com webcast: “How to Sell a Division: Nuts & Bolts.”
