As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch today’s program. If not yet a member, try a no-risk trial now.
For those wondering how many attend open Commission meetings in person these days, I hear that yesterday’s meeting drew mostly SEC Staffers plus maybe a dozen lawyers and another dozen reporters. It’s pretty remarkable how webcasting the meetings have killed live attendance – a popular topic like SOP would have drawn hundreds in the old days. Personally, I haven’t attended an open meeting at the SEC since they began webcasting them…
Monsanto Shareholders Back Company’s SOP Despite Negative ISS Recommendation – But Significant Number Vote “Against”
Yesterday was the first annual meeting at which a say-on-pay vote was submitted to shareholders under Dodd-Frank. Right after Monsanto held its meeting, it filed its Item 5.07 8-K on the same day. The most noteworthy aspect of the Monsanto vote is that the company’s SOP passed despite a recommendation by ISS against it. However, the company garnered only about two-thirds of the vote in favor – with a third voting against it. This relatively high level of “against” votes should probably be viewed by the company as a warning sign, as mentioned on our earlier say-on-pay webcasts (a notion likely to be repeated by our experts during today’s webcast).
Also noteworthy is that notwithstanding the board’s recommendation that shareholders vote for “triennial,” shareholders selected “annual” – here is how that voting went: 62% for annual; 36% triennial; 1% biennial, and 0.5% abstentions. Even though this vote in non-binding, the company went ahead and disclosed in its Form 8-K that it would implement an annual SOP vote (as also reflected in this press release). However, the company was mum about the potential ramifications of the significant “against” votes on its SOP – understandably so since it may take the company some time to internally process the results (and engage shareholders to better understand why so many “against” votes were cast)…
SEC Proposes New “Accredited Investor” Definition
Yesterday, the SEC also proposed a new “accredited investor” definition – as required by Section 413(a) of Dodd-Frank – that would amend Rules 215(e) and 501(a)(5) under the ’33 Act to revise the net worth standard for natural person accredited investors to exclude the value of their primary residence from the calculation. Here’s the proposing release and press release. Bill Carleton intends to analyze this proposal soon in his blog so check that out…
We have posted the survey results regarding the latest Regulation FD trends, repeated below. This new survey supplements two prior surveys that we have conducted on this topic, the last of which was in 2006 (note that I included the results of the 2006 survey results in parens below for comparison purposes):
1. Our company posts information on its corporate website and takes the position that this is sufficient to satisfy Reg FD:
– Yes, our company takes this position for anything posted on its corporate website – 5.6% (3.8% in ’06)
– It depends, our company takes this position for certain items posted on its corporate website (but not all) – 16.7% (28.3%)
– No, our company does not yet take this position – 77.8% (67.9%)
2. Our company has a written policy addressing Reg FD practices:
– Yes, and it is publicly available on our website – 9.1% (5.6% in ’06)
– Yes, but it is not publicly available on our website – 69.1% (60.4%)
– No, but we are in the process of drafting such a policy – 1.8% (15.1%)
– No, and we do not intend to adopt such a policy in the near future – 20.0% (18.9%)
3. Regarding reaffirmation of earning announcements, our company uses one of the following rules of thumb regarding private reaffirmations:
– We do not allow private reaffirmation – 76.0% (60.8% in ’06)
– Rule of thumb allowing for private reaffirmations of one week or less – 6.0% (7.8%)
– Rule of thumb allowing for private reaffirmations of one to two weeks – 6.0% (13.7%)
– Rule of thumb allowing for private reaffirmations of two to three weeks – 4.0% (9.8%)
– We permit private reaffirmations – but never use a rule of thumb, instead we require confirmation of no material change with CEO, GC, etc. – 8.0% (7.8%)
4. At our company, our CEO and other senior managers: (multiple answers apply, may total more than 100%):
– Are not permitted to meet privately with analysts – 3.7% (6.7% in ’06)
– Are only permitted to meet privately with analysts so long as someone else accompanies them (such as general counsel or IR officer) – 46.3% (35.0%)
– Are permitted to meet privately with analysts after briefing by IR officer, general counsel, etc. – 24.0% (18.3%)
– Are only permitted to meet privately with analysts during certain designated times – 33.3% (18.3%)
– Are not permitted to talk about certain topics – 37.0% (33.3%)
Please take our new “Quick Survey on Director Recruitment & Training.”
Webcast: The Latest Developments: Your Upcoming Proxy Disclosures and the New Say-on-Pay Rules
Assuming the SEC posts the adopting release later today for its new say-on-pay rules, tune in tomorrow for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay including analysis of what the adopting release says.
If the adopting release is not posted today, we will push back this program to Tuesday, February 1st so that these experts can provide you their guidance on this important rulemaking. Stay tuned!
As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.
In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 153 companies filing their proxies, 54% triennial; 8% biennial; 31% annual; and 7% no recommendation. These are fairly close to the percentages seen earlier – so the relative ratios remain pretty steady so far. But many more companies will be filing over the next month or so and could disrupt current trends…
NACD’s Perspective on Say-on-Pay
In this CompensationStandards.com podcast, Peter Gleason of the National Association of Corporate Directors explains the NACD’s perspective on say-on-pay, including:
– What is the NACD’s position on the SEC’s proposed say-on-pay rules?
– What are potential business risks and consequences of the proposed say-on-pay rules if they are not changed before adopted by the SEC?
– What are the potential implications for directors and boards once the say-on-pay rules are finalized?
– How does the NACD suggest the SEC amend the proposed say-on-pay rules?
– How is the NACD preparing its members and the director community to address new say-on-pay, and other rulemakings, associated with Dodd-Frank?
A week ago, the SEC brought a rare enforcement action involving perks when it charged NIC Inc. and four current or former officers with failing to disclose more than $1.18 million in perks paid to the former CEO over a six-year period. Correct me if I’m wrong, but this is the first perks case that the SEC has brought since this Tyson Foods settlement in 2005 (and this General Electric order from the year before that). The company and three of the officers agreed to pay a combined $2.8 million to settle the charges.
The SEC alleges that NIC Inc.’s SEC filings failed to disclose that the company footed the bill for wide-ranging perks enjoyed by the former CEO, his girlfriend, and his family – including vacations, computers, and day-to-day personal living expenses and that NIC’s related party disclosures for 2002 through 2005 also were misleading. Among the alleged undisclosed perks for Fraser outlined in the SEC’s complaints filed in federal court in the District of Kansas:
– More than $4,000 per month to live in a ski lodge in Wyoming.
– Costs for Fraser to commute by private aircraft from his home in Wyoming to his office at NIC’s Kansas headquarters.
– Monthly cash payments for purported rent for a Kansas house owned by an entity Fraser set up and controlled.
– Vacations for Fraser, his girlfriend and his family.
– Fraser’s flight training, hunting, skiing, spa and health club expenses.
– Computers and electronics for Fraser and his family.
– A leased Lexus SUV.
– Other day-to-day living expenses for Fraser such as groceries, liquor, tobacco, nutritional supplements, and clothing.
In his blog about this action, Mike Melbinger notes: “The SEC’s allegations make this seem like an egregious situation. However, this action is still a bit frightening to those of us who are making a variety of tough calls each proxy season on whether to report certain items as perquisites.” And here is Paul Hodgson’s take on the circumstances…
Webcast: Alan Dye on the Latest Section 16 Developments
Tune in tomorrow for the Section16.net webcast – “Alan Dye on the Latest Section 16 Developments” – to hear Alan Dye of Section16.net and Hogan Lovells discuss the most recent updates on Section 16, including new SEC Staff interpretations and Section 16(b) litigation. As all Section16.net memberships expired at the end of the year, renew now to catch this program. If you’re not yet a member, try a no-risk trial now.
Also on Section16.net, the annual Romeo & Dye year-end compliance checklist, designed to assist companies and compliance officers in integrating the Section 16 compliance program with the year-end 10-K/proxy statement disclosure process, has been updated for 2011.
Deadline: S&P 500 Companies Owe Contact Information to ISS
S&P 500 companies should remember that they have until next Monday – January 31st – to provide contact information to ISS. If ISS doesn’t receive the information, companies will not receive their proxy analysis for review and thus lose the chance to correct factual inaccuracies before an ISS report is released on the company. This is a new policy and an important omission if a S&P company fails to comply.
Following in Apache’s footsteps, KBR filed this complaint last week in an effort to have the Federal District Court for the Southern District of Texas issue a declaratory judgment allowing the company to exclude a shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility. Reflected in this blog, you’ll recall that Apache received this type of relief last proxy season in the exact same court (based on similar introductory broker letter facts, with the case brought by the same lawyer).
Like Apache, KBR filed a lawsuit rather than attempt to exclude the proposal through the normal SEC channels (and thus once more is challenging the Hain Celestial position of the Staff regarding the use of introductory letters from brokers as evidence of ownership under Rule 14a-8(b)). Here is KBR’s notice to the SEC of its intention to file the lawsuit.
Jim McRitchie blogs that Apache has decided to exclude a proposal from John Chevedden again this year too (this time around, the company has filed a notice with Corp Fin – thus not going the no-action route like last year – but isn’t bothering with another lawsuit this year). Jim also notes this Houston Chronicle article on the KBR lawsuit.
Proxy Access Litigation: The SEC Files Initial Brief
On Wednesday, the SEC filed its 83-page initial brief in the challenge to its proxy access rules filed by the Business Roundtable and the Chamber of Commerce in the U.S. Court of Appeals for the District of Columbia Circuit. I understand the court plans to hold its oral argument hearing on April 7th. We have posted the brief – along with the other briefs filed to date – in our “Proxy Access” Practice Area.
Dodd-Frank: SEC Submits Congressional Study on Burden of Investment Advisor Exams
On Thursday, the SEC Staff submitted its Congressional study on enhancing investment adviser examinations, required under Section 914 of Dodd-Frank. As noted in this article, “the premise of the report is that the number of investment advisors outweighs the SEC’s resources to conduct appropriate oversight (inspection and enforcement) activities.”
In an unusual move, SEC Commissioner Elisse Walter felt compelled to issue this 8-page statement to discuss the growing burdens on the Staff, while resources continue to be dangerously low (and that Congress hasn’t even approved the budget increase that Dodd-Frank sought). Kudos to Commissioner Walter for highlighting a troubled situation…
Last year, I passed along my sour grapes about spending time on Twitter as I felt the effort wasn’t worth the reward because most of our community was not participating (here’s a related blog about the importance of face-to-face networking). But as Dominic Jones breaks down this report from Q4 Web Systems on his IR Web Report, it appears the acceptance level of Twitter by IR departments is reaching some sort of critical mass (and in this follow-up blog, Dominic notes that tweeting has become so popular that IROs need to work harder to get noticed). And if that’s the case, outside lawyers better get up-to-speed with what Twitter is – and isn’t – so they can have intelligent conversations with their clients.
As Dominic relates in the excerpt below, the use of IR web pages to promote the use of Twitter by IROs has been mixed, without a valid reason to do so:
The report highlights a key issue with current corporate use of social media – a lack of visibility for companies’ social media accounts on their websites. While all of the surveyed companies have Twitter accounts, the report says almost 40% do not post a link to the channel on their websites. This likely understates the situation because the study authors are flexible on what constitutes a link on the corporate website.
The authors say that in their discussions with companies “some prefer not to include Twitter on their website as they are still ‘testing’ the channel.” The report rightly recommends that companies acknowledge the existence of their Twitter accounts on their websites. Without a link on the company website, it is difficult for users to verify the Twitter account as legitimate. And while companies my believe that not acknowledging their social media accounts on their websites shields them from liability, in reality they are still liable.
And it’s clearly not just IROs taking to social media, check out Dominic’s blog about how a CEO recently responded to a short-seller on the increasingly popular Seeking Alpha.
Not that I don’t find Twitter valuable myself, but I figured I would appeal to the fact that clients are using social media as a way to convince our community to start using social media. Social media is here to stay folks. You’ll need it to work – and to play. Don’t be one of those people that thought the Web was a fad back in ’97 (or that television was one back in ’58). Here’s some good info on how to use Twitter…
What Would Corporate Secretaries Blog About? Plenty
As I continue to beat the drum about how the future will see many more lawyers, IROs and corporate secretaries blogging, I often get the question: “well, what would I blog about?” I think this recent blog by Microsoft’s Deputy GC John Seethoff – entitled “Responding to Shareholder Input on Executive Relocation Policy” – is a perfect example of what a good corporate secretary could be blogging about.
In five paragraphs, not only does John explain a change to the company’s relocation policy – more importantly – he provides an example of how his company is engaging shareholders. My guess is that this will provide comfort to other shareholders (and potential investors) about the willingness of the company to listen – and likely would lead to more shareholders being willing to voice their concerns directly to management rather than go the activist route. As you can see, it doesn’t take a whole lot of effort to blog (ie. five paragraphs is just a few minutes and then I imagine, there was a brief review by others) – and the resulting pay-off can be quite large for such a small burden.
How Not to Tweet: Law Firm Styling
On Twitter, I follow a few of the first law firms that started tweeting. As expected, their tweets were so bland that I can’t recall a single one as having any value. They were all about the latest hires they had – and which deals they worked on. Stuff not significant for me (nor clients or potential clients I imagine).
Which is why when I recently saw a law firm open a Twitter account and excitedly send an email that said “Following us on Twitter provides immediate access to market information that can impact your business,” I took a gander at what they had been tweeting – even though I had a pretty good hunch what their feed would be about. Sure enough, it was mostly about their own internal movings and shakings and little about anything that someone outside the firm would really care about (and merely tweeting the latest law firm alerts isn’t much better – Twitter needs the human touch). Why most firms can’t figure out how to communicate effectively by placing themselves in their client’s shoes is beyond me…
We have winners! The 39% that guessed that the SEC would adopt final say-on-pay rules shortly after January 21st are right! The SEC has calendared an open Commission meeting next Tuesday, January 25th to adopt these rules, as well as propose a new definition of “accredited investor” and propose reporting obligation for investment advisors to private funds.
Assuming the SEC posts its adopting release on the same day as the open Commission meeting, we will cover the new rules during our January 26th CompensationStandards.com webcast: “The Latest Developments: Your Upcoming Proxy Disclosures–What You Need to Do Now!” If not, we will push back this webcast to cover the new rules as soon as the adopting release is out.
The Latest on Crisis Management
In this podcast, Stasia Kelly of DLA Piper provides guidance on how to handle a corporate crisis, including:
– What should a “Crisis Plan” include?
– What advice do you give to Boards about crisis management – both before and during a crisis?
– What should in-house counsel do to prepare for a crisis?
More on our “Proxy Season Blog”
With the proxy season in full swing, we are posting 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:
– Analysis: Common Corp Fin Comments for Proxies
– Survey: Corporate Governance Practices
– The Virtual Meeting Failure: Symantec Points Finger
– A Proxy Is Not A Vote And Why It Matters
– Proxy Plumbing: Analysis of Comment Letters
– Proxy Season: A Harbinger or the Lull Before the Storm?
In Friday’s blog, I conducted a poll regarding your guess as to when the SEC would adopt final say-on-pay rules. The 30% who believed that the SEC would adopt them before or on January 21st (which is the date of annual meetings that Dodd-Frank begins to apply mandatory say-on-pay) are proven wrong because the SEC has now calendared an open Commission meeting for this Thursday – but the two agenda items apply to asset-backed securities and not SOP.
So we shall now see if the 38% who believed the SEC would act before the end of this proxy season are right – or the 28% who believed it would be after the proxy season. Or the 10% who believed they would never be adopted. PS – The math doesn’t add up to 100% because folks were allowed to make more than one selection.
AICPA Conference: Notes and Corp Fin Presentations
As it typically does, the SEC has posted these PowerPoint presentations used by its staffers during last month’s annual AICPA Conference:
On Friday, the Financial Accounting Foundation bumped the FASB Board back up to 7 members by announcing that Daryl Buck, CFO of Reasor’s Holding Company, and Harold Schroeder, Partner of Carlson Capital, have joined the Board.
PCAOB Issues Staff Practice Alert on Litigation & Loss Contingencies
In late December, the PCAOB issued a Staff Audit Practice Alert #7 highlighting auditing considerations related to litigation and other loss contingencies arising from mortgage and other loan activities. Here is analysis from Tom White of WilmerHale: “The Alert stems from recent reports regarding possible liabilities from alleged misrepresentation of mortgage quality as well as irregularities in the foreclosure process. The Alert parallels the SEC’s recent “Dear CFO” letter regarding accounting and disclosure issues related to potential risks associated with mortgage and foreclosure-related activities. Like the Dear CFO letter, the PCAOB alert notes the standards for loss contingencies, and the alert specifically notes the standard (AU 337) for auditing litigation, claims and assessments, including obtaining letters from the reporting entity’s lawyers.”
Last week, the SEC delegated authority to its Chief Accountant to propose and adopt rules from the PCAOB – among other things – in an effort to streamline the process.
On Monday, the US Supreme Court heard oral arguments in Matrixx Initiatives v. Siracusano (No. 09-1156) – here is the transcript and here are the briefs – the important securities fraud case dealing with whether a company was required to disclose reports of adverse events following the use of its cold remedy product even though the reports are not alleged by the plaintiffs to have been statistically significant. Even though the issue presented is somewhat limited, it is rare that SCOTUS considers a “materiality” case – one of the hardest judgments for corporate lawyers and their business clients to make. The Court isn’t likely to issue an opinion until the Spring.
Tune in on Tuesday for the CompensationStandards.com webcast – “The Proxy Solicitors Speak on Say-on-Pay” – to hear Art Crozier of Innisfree M&A, David Drake of Georgeson, Ed Hauder of ExeQuity and Reid Pearson of Alliance Advisors discuss solicitation and engagement strategies to help educate shareholders about a company’s compensation programs in light of mandatory say-on-pay.
As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.
Poll: When Will the SEC Adopt Say-on-Pay Rules?
During yesterday’s webcast (audio archive available), the panel had a spirited debate – pure conjecture, mind you – about when the SEC will adopt final say-on-pay rules. You may recall that Section 951 of Dodd-Frank applies mandatory say-on-pay to all shareholder meetings held on or after January 21st – regardless if the SEC adopts final rules.
Please participate in this anonymous poll regarding your guess as to when the SEC will act on final rules:
Last week, the SEC released its “Select SEC and Market Data” for fiscal 2010, which contains all sorts of Enforcement statistics. It’s been more important than ever before for the SEC to tout its accomplishments in the wake of recent pressure from Congress and widespread negative media coverage. Interestingly, studies like this recent one from NERA notes a drop in the number of SEC Enforcement actions against accountants and auditors (and financial fraud). Perhaps stronger internal controls dictated by Sarbanes-Oxley have reduced the likelihood of financial fraud being committed.
The SEC recently announced its first use of a non-prosecution agreement, one of the new investigative tools that the agency unveiled nearly a year ago. The SEC simultaneously filed an enforcement action against a former sales executive of Carter’s, Inc. See SEC v. Elles, Civ. Action No. 1:10-CV-4118 (N.D. Ga.). The Commission did not bring any enforcement action against the company.
At first blush, this appears to be the sort of case in which the SEC historically would likely have brought charges against a public company. According to the complaint, the executive granted and concealed substantial unauthorized discounts to the company’s largest customer. By misrepresenting the facts and creating false documents, the executive allegedly caused the company to delay recognizing these discounts until later periods, thereby inflating the company’s reported earnings in the earlier periods. When the company discovered the scheme, it conducted an internal investigation, self-reported the matter to the SEC and ultimately restated its financial statements covering a five-year period.
In explaining the decision to accept a non-prosecution agreement rather than bring an enforcement action against the company, the SEC identified the following factors: (1) the “relatively isolated nature” of the unlawful conduct; (2) the company’s “prompt and complete” self-reporting of the misconduct to the SEC; and (3) the company’s “exemplary and extensive” cooperation in the inquiry, including undertaking a “thorough and comprehensive” internal investigation.
The isolated nature of the conduct was likely a significant factor in the SEC’s determination to use this case to demonstrate its willingness in some cases to address a company’s responsibility for the misconduct of a corporate employee through a non-prosecution agreement. The SEC has not asserted that the company’s most senior management or the accounting function had any complicity in the alleged misconduct. While the sales executive had a significant management position, he allegedly acted alone, misled other members of management and pocketed $4.7 million from sales of stock before the company discovered his misconduct.
The SEC has also publicly released its non-prosecution agreement with the company. While the agreement requires the company to continue to cooperate with the SEC, it does not require any waiver of attorney-client privilege – although it appears that the company has in some manner shared the results of its internal investigation with the SEC. In the event that the SEC Enforcement Staff determines that the company has failed to comply with any of its obligations under the agreement (such as the obligation to cooperate), the Staff may then proceed with an enforcement recommendation to the Commission.
The SEC’s willingness to resolve this case without an enforcement action against the company is an encouraging first step. The SEC should demonstrate in future cases that this form of resolution is also available in scenarios in which it is not possible to isolate the misconduct to a single culpable individual. The policy rationale for such an outcome is equally strong where multiple employees have involvement, but the company had reasonable controls and an appropriate compliance culture in place, responded promptly to indications of wrongdoing and cooperated with the SEC’s investigation.
House Bill: Two-Year Moratorium on New Regulations
On Monday, I blogged about a House bill that seeks to repeal Dodd-Frank in its entirety. Now, here comes news from CQ Today Online News, an excerpt of which is below:
A senior Republican House member unveiled legislation Jan. 10 designed to slow down the pace of federal rulemaking, adding to the growing GOP and industry calls for Congress to reassert authority over executive branch agencies. Don Young of Alaska offered a pair of bills (HR 213, HR 214) that would impose a two-year moratorium on new regulations, while creating a congressional office to review federal rules. “With the abundance of regulations already coming from legislation such as the health care bill and the inevitability of thousands more this year, it is incredibly important that we do this review sooner rather than later,” Young said in a statement.
Young’s legislation would not apply to proposals necessary to address imminent health or safety threats or for criminal enforcement matters. It also would exempt actions related to defense, foreign policy or trade agreements. The proposed new Congressional Office of Regulatory Analysis would conduct cost-benefit analyses of major regulations with an annual implementation cost of more than $100 million. Additionally, it would require agencies to periodically review regulations to consider if changes are needed, while establishing a process to “sunset” rules.
We have posted the results from our recent survey regarding Rule 10b5-1 plan practices, repeated below:
1. Does your company require insiders to sell shares only pursuant to a Rule 10b5-1 trading plan?
– Yes, insiders are required to use Rule 10b5-1 plans in order to sell shares – 3.9%
– No, but they are strongly encouraged – 30.8%
– No, and they are not explicitly encouraged – 65.4%
– Not sure, it hasn’t come up – 0%
2. Does your company review and approve each insider’s Rule 10b5-1 trading plan?
– Yes, it is subject to prior review and approval by the company pursuant to the insider trading policy – 78.9%
– Yes, but only the template plan is reviewed and not the actual trading schedule – 13.5%
– No, but we have a broker that we require to be used and have reviewed that brokers template – 0%
– No, and there is no requirement to go through a specific broker – 7.7%
3. Does your company allow sales of shares through Rule 10b5-1 trading plans during blackout periods?
– Yes – 84.6%
– No – 5.8%
– Not sure, it hasn’t come up – 9.6%
4. Does your company require a waiting period between execution of Rule 10b5-1 trading plans and time of first sale?
– Yes, it is a two week waiting period or less – 13.5%
– Yes, it is a one month waiting period (or close to it) – 23.1%
– Yes, it is a two month waiting period (or close to it) – 5.8%
– Yes, it is a waiting period until the next open window – 11.5%
– No – 36.5%
– Not sure, it hasn’t come up – 9.6%
5. Does your company allow insiders to voluntarily terminate a Rule 10b5-1 plan?
– Yes – 74.5%
– No, only terminations dictated by the trading plan are allowed – 25.5%
6. Does your company make public disclosure of the insiders’ Rule 10b5-1 trading plans?
– Yes, but only for directors and/or one or more officers – 30.8%
– Yes, for all directors and employees – 3.9%
– No – 65.9%
7. If your company makes public disclosure, how does it do it?
– Form 8-K – 55.0%
– Press release – 5.0%
– Website posting – 0%
– Combination of above – 15.0%
– Other – 25.0%
Please take a moment to participate on this “Quick Survey on Director Recruitment & Training.”
Webcast: How to Implement Dodd-Frank for This Proxy Season
Tune in tomorrow for the webcast – “How to Implement Dodd-Frank for This Proxy Season” – to hear Ning Chiu of Davis Polk, Howard Dicker of Weil Gotshal, Marty Dunn of O’Melveny & Myers, Amy Goodman of Gibson Dunn and Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster discuss how to implement the SEC’s new rules regarding proxy access as well as all the Dodd-Frank changes (note there is a companion CompensationStandards.com January 26th webcast to cover how to handle the new executive compensation requirements).
As all memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.
GAO Report: US Government Has Material Internal Control Weaknesses
As noted in this press release, the GAO can’t render an opinion on the US Government’s financials because of material internal control weaknesses and other serious fiscal mismanagement issues.
In the Dodd-Frank.com Blog, Steve Quinlivan of Leonard, Street & Deinard notes that the SEC has delivered its first “supervisory controls” report required under Section 961 of Dodd-Frank to the Senate Banking Committee.
