I never thought I’d host a program involving election law but boards increasingly are being called on to oversee the corporate political contribution process – and thus many in our community are now required to learn some new “tricks.” Tune in tomorrow for the webcast – “The Exploding World of Political Contributions” – to hear Ken Gross of Skadden Arps and Doug Chia of Johnson & Johnson discuss how companies should rethink their political contribution policies and procedures so they don’t violate pay-to-play or other laws or run afoul of what their major shareholders demand from them (the webcast won’t parse efforts to rein in Citizens United, such as this California initiative). Please print these course materials in advance.
By the way, you might want to check out this article by the Center for Political Accountability entitled – “Dangerous Terrain: How to Manage Corporate Political Spending in a Risky New Environment” – which looks at the dramatic change in campaign spending through the lens of corporate governance and Watergate and the heightened risks that companies face.
Three States to Require Insurers to Disclose Climate Change Response Plans; Covers 90% of Insurers
As noted in this NY Times article, insurance commissioners in California, New York and Washington State now will require that companies disclose how they intend to respond to the risks their businesses and customers face from increasingly severe storms and wildfires, rising sea levels and other consequences of climate change. The disclosure will be made in the form of a National Association of Insurance Commissioners survey ( I think this is what the survey will look like). I believe these are the first three states to mandate this type of disclosure (state NAICs started collecting voluntary disclosure surveys in 2009 (here’s Ceres’ latest summary of what insurers have voluntarily disclosed), but this is the first time it has been mandated).
Between these three states, about 90% of the insurance industry in the US market will be covered, as these states made it mandatory for any insurance company doing business in those states (if they do $300 million worth of business nationwide); not just those domiciled in those states. This effort builds upon the SEC’s climate change guidance from early 2010.
New US Exchange: “It’s Better Than A Magic Lantern Show”
A while back, Keith Bishop posted this blog explaining who’s the third largest securities exchange operator in the United States and where is it located. The exchange operator is called BATS and it is based outside of Kansas City. BATS is derived from an initialization of Better Alternative Trading System.
Just ahead of becoming the first major company with a proxy access shareholder proposal in its proxy materials, Hewlett-Packard filed its proxy statement on Friday without the proposal as it negotiated the withdraw of the shareholder proposal instead. Here is a WSJ article explaining that the company agreed to put up a proxy access bylaw for a vote at the 2013 annual meeting at the access threshold previously adopted by the SEC (3% ownership for 3 years), though nominations would be limited to 20% of the board:
In a major victory for activists, Hewlett-Packard Co. agreed to a step that could give investors more power to oust its board members. The Palo Alto, Calif., technology giant will give its stockholders the chance to approve so-called proxy access through a bylaw vote at its 2013 annual meeting. If the measure passes, investors who own at least 3% of H-P shares for at least three years would be allowed to nominate up to 20% of the company’s directors, the company said. The vote would be binding, meaning H-P would be bound by the results. Currently, proxies only list directors that the company nominated.
Activist shareholders have been trying to get proxy access for some time. In the case of H-P, Amalgamated Bank’s LongView Fund, which owns around 400,000 shares of H-P, was expected to succeed at bringing such a nonbinding proposal to a vote at H-P’s 2012 annual meeting, which takes place in March. But a proposal wasn’t included in H-P’s proxy materials, which were filed Friday.
Instead, an H-P spokesman said in a statement that the company had already reached a deal with Amalgamated Bank. Under the agreement, H-P has “agreed to put a board-recommended proxy access proposal to a vote at our 2013 annual meeting of stockholders,” he said, noting that the company “is committed to good corporate governance and open and frequent communication with its stockholders.”
A spokesman for Amalgamated Bank said it withdrew its proposal after H-P agreed to present a proxy-access proposal in 2013. H-P’s move represents “a recognition by a significant company that proxy access has potential merit and number two, that the shareholder resolution probably would have passed without management support,” said Charles Elson, head of the Weinberg Center for Corporate Governance at University of Delaware’s business school. Proponents say proxy access should improve returns by forcing boards to be more responsive to shareholders. Without proxy access, investors keen to shake up boards must wage costly campaigns and foot the bill for distributing their own ballots.
Last year, the Securities and Exchange Commission decided not to appeal a federal court ruling throwing out an agency rule that broadly required proxy access at U.S. companies. The agency put the rule on hold in August after business groups sued to overturn it. H-P’s board has come under scrutiny several times in recent years for issues including a spying scandal and its ousting of a popular chief executive. Last year, a shareholder watchdog criticized the involvement of its then-CEO Leo Apotheker in the selection of five new board members. The 3% ownership bar is a high one, however, as only four H-P shareholders own that much of the technology company, according to filings.
Back in December, I blogged about how SIFMA and the International Swaps and Derivatives Association filed a complaint in US District Court for DC to challenge the CFTC’s new rule that seeks to curb excessive speculation (like proxy access, this rule was approved 3-2 by the CFTC Commissioners). The groups had petitioned the higher US Court of Appeals for the DC Circuit to hear the case – which is the court that ruled against the SEC in the proxy access lawsuit filed by the Business Roundtable and US Chamber of Commerce. And like that lawsuit, this one claims the CFTC didn’t conduct a proper cost-benefit analysis. In his “Dodd-Frank.com Blog,” Steve Quinlivan notes that the US Court of Appeals for the District of Columbia Circuit recently dismissed the petition for review.
In this report issued a few weeks ago, the SEC’s Inspector General provided its latest review of Dodd-Frank rulemaking’s cost-benefit analysis.
More on “Is Corp Fin Too Lenient with Waiver Letters?”
Last week, I blogged a note from an anonymous member – which I had received before the NY Times made front-page news of its own thoughts – about Corp Fin’s practice of considering waiver requests for being an “ineligible issuer” under Rule 405.
I received a number of emails from members who stated that their experience with the Staff has been contrary to what the anonymous member wrote. They noted they had submitted a request to Corp Fin and struck out – as a result, they thought the Staff was pretty miserly in granting these requests. So I the NY Times’ article perhaps was driven by the often erroneous perception that regulators are in the back pocket of Wall Street. I don’t think this perception is necessarily fair, but “it is what it is” in this post-financial crisis era…
On Friday, the SEC announced that it had replaced outgoing PCAOB board member Dan Goelzer (the last remaining “founding” board member) with Jeanette Franzel, who currently “leads all aspects of GAO’s financial audit oversight of the U.S. federal government.” The SEC’s press release included welcomes from Chair Schapiro and Chief Accountant Kroeker. But in the first of its kind, as noted in this Reuters article, SEC Commissioner Luis Aguilar issued the following separate dissent:
Today, the Commission has failed to fulfill its legal obligation. It has appointed a member to the Public Company Accounting Oversight Board (“PCAOB”) who has no demonstrable record of investor advocacy. Thus, the Commission has failed to satisfy its basic statutory mandate to appoint an individual who, among other factors, has “a demonstrated commitment to the interests of investors. Accordingly, I do not support and must respectfully dissent for the reasons outlined below.
Congress established the PCAOB in response to scandalous audit failures, like Enron and WorldCom, that cost investors billions. In doing so, Congress entrusted this Commission with the significant responsibility of appointing the members of the PCAOB. In exercising this responsibility, the Commission is required to abide by the statutory criteria to appoint individuals “who have a demonstrated commitment to the interests of investors.”
My objection to this appointment is based on the fact that the Commission must appoint individuals who have “demonstrated commitment to the interests of investors.” This is not the case here. Although the appointee is an experienced government auditor, and I appreciate her years of service, there is nothing in the evidentiary record that reflects a commitment to the interests of investors, or a history of advocacy for investor rights. I believe the Commission is bound to appoint an individual whose actions, public statements, and reputation demonstrate a clear and steadfast advocacy of the rights and interests of investors.
In reaching this decision, I considered many factors in the evidentiary record, including the professional biographies of each of the finalists for this position, my own interviews with the candidates, and the candidates’ published writings and remarks. I also considered the many letters received by the Commission from investors, respected members of the accounting profession and academic community, members of Congress, and others who supported the appointment of an investor advocate.
I also reviewed comment letters previously submitted to the PCAOB by the finalists for this position. In that connection, I was struck that not once in any of the four letters signed by today’s appointee, discussing topics such as the engagement quality review and risk assessment, was there any mention of the interests of investors. In fact, the word “investor” was not mentioned.
This appointment is being made at a critical time for the PCAOB. There is much at stake. The recent financial crisis exposed an auditing process that continues to be seriously flawed. In response, the Board has embarked on various projects to enhance the relevance, credibility and transparency of audits, including important initiatives on auditor independence, audit transparency, and the auditor reporting model. The success of these projects will require a Board fully committed to investors as the owners of public companies, the providers of capital, and the primary beneficiaries of financial statements.
I believe that the Commission has failed to meet its obligation to appoint an individual with “a demonstrated commitment to the interests of investors. Unfortunately, as a result, I am forced to dissent.
Carlyle Drops Forced-Arbitration Clause In IPO
After heavy criticism – as noted in this WSJ article – the Carlyle Group abandoned a plan to ban shareholders from filing class-action lawsuits, a plan that could have delayed the private-equity firm’s IPO. Here is my blog from two weeks ago noting the criticism.
More on our “Proxy Season Blog”
We continue to post new items regularly on our “Proxy Season 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:
– A Closer Look at Proxy Access Proposals
– Should Annual Meetings Be Held Less Often?
– A Tipping Point for Social and Environmental Issues?
– Survey on Shareholder Proposals
– 2011 Proxy Season Review: United Kingdom
A few months ago, I received this from an anonymous member:
You may have seen the recent article in the NY Times regarding how firms continue to make promises in settlements to the SEC and when those promises are broken, nothing happens. For me, this story triggered another topic that I think goes largely unnoticed, waiver letters for being an “ineligible issuer” under Rule 405. Under the Staff’s WKSI waiver standard, it seems like it’s not difficult to convince Corp Fin to take a position that grants leniency to a company that settles with the SEC for violating anti-fraud provisions of the securities laws (especially for failing to disclosure material information) such as this JPMorgan waiver letter. I think this stuff flies under the radar – even though publicly posted on the SEC’s website – because the benefits of waivers are not apparent to many that are not securities lawyers.
I appreciate the adverse implications of not granting waiver letters in these situations because eligibility to be in the market is necessary for many of their offered products. But this just begs the question, what’s the point of having an ineligible issuer rule if issuers know that it is not enforced anyway?
Well, this no longer is an obscure topic just for securities lawyers as the NY Times today ran this front-page article entitled “SEC Is Avoiding Tough Sanctions for Large Banks.” The article cites a bunch of waiver stats over the past decade. Here is an excerpt with a quote from Corp Fin Director Meredith Cross:
“The purpose of taking away this simplified path to capital is to protect investors, not to punish a company,” said Meredith B. Cross, the S.E.C.’s corporation finance director, referring to the fast-track offering privilege. “You’re not seeing the times that waivers aren’t being granted, because the companies don’t ask when they know the answer will be no.”
Wisconsin Judge Approves SEC Settlement Without Changes
As noted in this NY Times article, a Wisconsin judge who raised some of the same questions posed by Judge Jed Rakoff in the proposed SEC-Citigroup settlement six weeks ago has decided to bless the SEC’s settlement with Koss Corporation after all – a nice victory for the SEC (this Wisconsin case was first noted in this blog of mine). The SEC was able to keep its proposed terms but agreed to redraft its settlement to more explicitly spell out all of the remedial actions required of Koss. It will be interesting to see how the SEC fares with Judge Rakoff…
More on “The Mentor Blog”
We continue to post new items daily on our 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:
– Dodd-Frank: Revised Whistleblower Policies
– Top 10 Whistleblower Decisions of 2011
– Should/Must Corporate Minutes Be Signed?
– Conflicts of Interest: Serving on Another Company’s Board
– More on “Ringing the NYSE’s Bell”
Oh, the Twitterverse was a-humming yesterday about 4:45 pm eastern as news of Facebook’s filing of a Form S-1 – with a 150-page prospectus – went viral. Countless folks began “live tweeting” their read of all the lurid details (use “$FB” as a search term in your Tweetdeck to view the stream of comments), including this letter from Mark Zuckerberg (“building a better world, blah, blah” – see this NY Time’s article about FB’s social mission). Meanwhile, the SEC’s Edgar felt the opposite of this exhibit from the S-1 as the level of traffic to the SEC’s database went through the roof. Many members emailed me to say they couldn’t access Edgar for more than an hour…
Updated Study: Benchmarking the Number of “Executive Officers”
Last year at this time, I worked with LogixData to produce a comprehensive benchmarking study (posted in our “Executive Officer Determination” Practice Area) to help companies benchmark against their peers regarding the number of employees designated as “executive officers.” LogixData has now produced updated numbers to include 2011data (and more such as top index analysis as well as a SIC distribution). Last year’s study is still useful for my narrative analysis of the law of the land in this area, etc…
Check out this video featuring Don Cornelius of Soul Train, who passed away yesterday. Once you get past the intro, you will see moves that you won’t believe…
Transcript: “Activist Profiles and Playbooks”
We have posted the transcript for the DealLawyers.com webcast: “Activist Profiles and Playbooks.”
We have posted the survey results regarding the latest disclosure committees trends, repeated below:
1. Back in mid-2008, we conducted a survey on disclosure committees (here are the results) – we are now canvassing to see if practices have changed. Our company:
– Has a disclosure committee – 96.7%
– Doesn’t have a disclosure committee (if you check this box, you are done) – 3.3%
2. Our disclosure committee has:
– More than 10 members – 32.1%
– Between 8-9 members – 39.3%
– Between 6-7 members – 21.4%
– Between 4-5 members – 7.14%
– Has less than 4 members – 0%
3. Our disclosure committee has the following types of members:
– CEO – 27.6%
– CFO – 75.9%
– Controller – 86.2%
– General Counsel – 86.2%
– Securities Counsel – 82.8%
– Compliance or Risk Management – 41.4%
– Investor Relations Officer – 72.4%
– Internal Auditor – 55.2%
– Officer from a Business Unit – 55.2%
– Other – 55.2%
4. For our disclosure committee:
– Someone takes minutes of meetings – 72.4%
– We don’t keep minutes of our meetings – 27.6%
Please take a moment to participate in this “Quick Survey on Blackout Periods” – and this “Quick Survey on Pay Ratios.”
Webcast: “Ethics, Conflicts and Privilege Issues in Executive Compensation”
Tune in tomorrow for the CompensationStandards.com webcast – “Ethics, Conflicts and Privilege Issues in Executive Compensation” – to hear Christie Daly of Bryan Cave HRO, Mike Melbinger of Winston & Strawn and Mark Poerio of Paul Hastings analyze the tricky ethical, conflicts and privilege issues involved in setting executive pay. Please print out their presentation in advance.
Our February Eminders is Posted!
We have posted the February issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
As noted in Gibson Dunn’s new “Securities Regulation & Corporate Governance Monitor,” the changes to Forms 10-K and 10-Q caused by the new mine safety rules took effect on Friday. The headings for Part I, Item 4 of Form 10-K and Part II, Item 4 of Form 10-Q now read “Mine Safety Disclosures” (previously those headings were the more distinguished “Removed and Reserved”).
As noted in Gibson Dunn’s blog, the SEC estimated that only approximately 100 companies would be subject to the new rules – but all other companies still should make this caption change and then can state that the item is “not applicable.” Note that the blank Form 10-K and Form 10-Q posted on the SEC’s site have not yet been updated…
ISS Issues 20 FAQs on Its ’12 Compensation Policies
Last week, ISS issued this set of FAQs about its newly-minted compensation policies; 15 about pay-for-performance, 3 about management say-on-pay responsiveness and 2 about equity plans.
Transcript: “Pat McGurn’s Forecast for 2012 Proxy Season: Wild and Woolly”
We have posted the transcript for our recent webcast: “Pat McGurn’s Forecast for 2012 Proxy Season: Wild and Woolly.”
As noted in its Form 8-K, Actuant is the first company holding its annual meeting in 2012 to fail to gain majority support for its say-on-pay with only 46% voting in favor. A list of the Form 8-Ks filed by the “failed” companies is posted in CompensationStandards.com’s “Say-on-Pay” Practice Area.
More on “Federal Court Dismisses Umpqua Say-on-Pay Lawsuit”
Quite a few members emailed me in response to my recent blog in which I reported news from Wachtell Lipton that a federal court had dismissed one of the say-on-pay lawsuits. As noted in this Reuters article, it’s simply a procedural skirmish at this point as the case was dismissed without prejudice. As noted in the article, the plaintiff’s lawyers intend to continue the case.
Transcript: “The ‘Former’ Corp Fin Staff Speaks”
We have posted the transcript for our recent webcast: “The ‘Former’ Corp Fin Staff Speaks.”
In the wake of President Obama’s State of the Union address, the front-page headline in the Washington Post screamed “Obama: Nation Must Address Inequality.” Some claim that the President is playing a class warfare card ahead of the November elections and maybe he is. But that is because he can. Not only is it abundantly clear that the vast majority of those in this country – and around the world for that matter, remember Britain’s actions just this week – are angry about increasing pay disparity, but quite a few experts believe our country’s ability to continue to be a high achiever is at risk because the rich are getting richer at the expense of the middle class. So even more than it was for the last Presidential election, excessive CEO pay will be a lightning rod once a GOP nominee is found and we head into the general election.
So what does this mean for advisors that help set CEO pay? It means a lot because the governance reforms of the past few years have changed only a few practices at the margins – but the bulk of the procedural deficiencies that led to an unsightly climb in pay over the past two decades remain. As I’ve said many times, boards need to get over their heavy reliance on peer group surveys since they are well known to be unreliable given that most boards sought to pay their CEOs in the top quartile for many years – thus tainting the database with a slippery slope upwards. How can boards continue to use these as a crutch when the plaintiff’s bar can so easily prove that the data is unreliable – and thus directors arguably didn’t fulfill a fiduciary duty because they knew they weren’t fully informed by not considering alternatives?
There are still too many cases of underachieving CEOs earning a lifetime’s worth of money in a single year. Sometimes they are fired before a year of service is even over – yet they walk off with a more than generous severance package. And this is not just a handful of outliers – this is the norm. It is far past time to do something about it.
An Alternative to Peer Group Benchmarking? Internal Pay Equity
Recently, a group of trade associations jointly sent this letter to the SEC regarding the need for further research before implementing Section 953(b) of Dodd-Frank, the pay ratio provision. The SEC Staff repeatedly has noted that Dodd-Frank grants the SEC fairly narrow latitude to veer from what Section 953(b) dictates, so I’m not sure how successful this letter will be. And I am well aware of the technical issues – and potential burdensome costs – of how the provision was written by Congress.
But how are boards (and their advisors and trade associations) embracing the spirit of this law? We’ve been touting internal pay equity as an untainted alternative to peer group benchmarking for the better part of a decade. We’ve told the story about how American capitalist J.P. Morgan is reputed to have had a rule that he would not invest in a company whose CEO was paid more than 50% above the executives at the next level. He reasoned that, if the CEO was paid more, he wouldn’t have a team but only courtiers. Internal pay is a primary factor when a company determines how to pay its workforce – why shouldn’t that principle apply to how CEOs get paid?
It’s shocking to me how few companies employ internal pay equity today. It’s use by DuPont, Whole Foods and a handful of others is no secret. And Dodd-Frank’s mandate for disclosure is well known. Shouldn’t boards demand to see what those ratios look like ahead of the mandated disclosure? And even more important, as noted above, shouldn’t boards demand to see those ratios to protect themselves from liability given the known bad data in the peer group surveys they get year after year? Of course, advisors should be willingly recommending the use of this alternative since it’s their job to protect the board. Sadly, most advisors blindly adhere to the status quo as too often happens.
I just can’t see what is wrong with putting together internal pay numbers for a board to consider. Where is the evil here? I suppose the downside is it likely will reveal how badly the board has been doing its job setting CEO pay levels over the past 20 years when historical numbers are crunched. But it’s better to make a fix now than perpetuate the problem. Note that I am not saying boards need to demand the ratios as called for by Section 952(b) as simpler ratios are easy to generate. We have sample spreadsheets posted in the “Internal Pay Equity” Practice Area on CompensationStandards.com.
By the way, I also don’t see any problem with using peer group benchmarks either. It’s just that the data in those surveys now are useless due to “pay in the top quartile” craze. There needs to be a reset before that type of data can be relied upon again. This reset will be hard to do, but it’s necessary and certainly doable, particularly if CEO pay levels are brought down to Earth on a widespread basis. The longer boards wait, the harder the medicine will be to take. See Exhibit A: Congress trying to force it upon boards through a misguided formulation of Section 953(b) of Dodd-Frank. If boards hadn’t waited so long to consider internal pay equity, Congress probably wouldn’t have felt compelled to act…
Why It’s Wrong to Compare CEO Compensation to Athlete’s & Actor’s Pay
With the periodic news of a sports star or big-name actor making $20 million per year, I am constantly called upon to remind someone that this is apples and oranges compared to setting CEO pay. For companies that choose to spend that kind of money on a sports star or actor, the decision typically is made via the processes used for any other large asset like a factory (the exception being sports owners who run their teams as a hobby). These processes include a comprehensive evaluation of what the return will be on that investment.
Compare that process to how a board makes the decision about how much to pay a CEO. On the surface, it may seem similar – but in substance, it is vastly different. For starters, the people making the decision are different. But even more important are the differences in the processes – and just as importantly, the end goals of those processes.
It’s a very small group in the stratosphere of pay: rock stars, movie stars, athletes, investment bankers, and CEOs. Of that group, the first four are in the ultimate pay-for-performance category, with a tiny percentage at the very top making millions of dollars, and with deals that evaporate quickly if a movie, a CD, or a business deal tanks. Their pay is set through tough arms-length negotiations.
CEOs are the only ones who pick the people who set their pay, indeed they pay the people who set their pay. And no matter what “independence” standard we try to impose, the board room culture of congeniality and consensus is so powerful that it makes it very hard to object, especially when the compensation consultant helpfully provides an avalanche of numbers designed to justify pay increases. In the wonderful world of CEOs, like the children in Lake Wobegon, everyone is above average. Even Warren Buffett acknowledges his own failings as a director, particularly in approving excessive compensation: “Too often, collegiality trumped independence.” If Warren Buffett, always a significant shareholder in any company on whose board he serves, does not feel able to oppose excessive pay, something is wrong.
Over the last few days, the NYSE has sent a notice to listed companies that brokers can no longer vote uninstructed shares on proposals that relate to a group of corporate governance matters – because the environment for the use of broker nonvotes has changed. The examples provided in the notice include: proposals to de-stagger the board of directors, majority voting in the election of directors, eliminating supermajority voting requirements, providing for the use of consents, providing rights to call a special meeting, and certain types of anti-takeover provision overrides (it seems likely that this new position applies to just these proposals – but the notice is unclear since it lists these as “examples”). The NYSE’s new position is effective immediately.
One practical implication of the NYSE’s new position is that companies may face increased difficulty in obtaining the necessary support for these governance proposals. This could especially impact companies seeking support for proposals requiring approval of a majority (or greater) of the shares outstanding, such as proposals seeking to amend the certificate of incorporation to implement a specified corporate governance change (for example, board declassification or the right of shareholders to act by written consent).
On these proposals, the resulting broker non-votes will have the effect of votes against the proposal. Companies seeking support for proposals that are subject to a typical default vote standard (such as the default Delaware standard of a majority of the shares represented and entitled to vote on the matter or a majority of the votes cast standard) may also feel an impact from this change because brokers who historically voted uninstructed shares in accordance with management’s recommendation (whether on an absolute or proportional basis) will no longer be permitted to exercise discretion to vote uninstructed shares in favor of these proposals. The impact will be more severe for companies with governing documents (or subject to state laws) requiring supermajority approval for revisions of the specified governance provision in their certificate of incorporation or bylaws.
Another Variation on Proxy Access
As noted in the ISS Blog: “The Furlong Fund, which has launched a proxy fight at a micro-cap firm, plans to put a proxy access proposal on the ballot. The fund, which is managed by financial analyst Daniel Rudewicz, is calling for investors to own at least a 15 percent stake for one month to be eligible to nominate candidates for up to one third of the board.
The company is Microwave Filter Co., which has a $2.3 million market cap. The Furlong Fund announced its plans in a filing and press release on Friday. The fund is seeking two seats on the company’s nine-member board.
The binding proposal is 17th access resolution that has been announced by investors for the 2012 proxy season, according to ISS data. The proposal, which has the highest ownership threshold but the shortest holding period of any resolutions so far, is the fifth “private ordering” variation on proxy access in 2012.”
More on “The Mentor Blog”
We continue to post new items daily on our 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:
– How to Conduct Board Self-Assessments
– Study: Superior Financial Performance If Promote From Within
– Disclosure Overload & Complexity: Hidden in Plain Sight
– The Future of the SEC’s “Neither Admit Nor Deny” Enforcement Policy
– Delaware Supreme Court: H-P’s Privileged Report Can Stay Private
