There is nothing like an election year to focus attention on the staggering amounts of money sloshing around in our political system. Inevitably, questions arise as to the role of large companies in political giving. Answers to those questions aren’t likely to be found in the 10-Ks, proxy statements or websites of most public companies, because the SEC has never adopted an item requirement calling for specific disclosure of political contributions. That hasn’t stopped groups from seeking such disclosure (and related policies on political giving), principally through the shareholder proposal process – and generally support for these efforts has been on the rise over the past few years.
As noted in the FT.com article from last week, five more large US companies – American Express, Xerox, Washington Mutual, Capital One and Texas Instruments – have agreed to publicly disclose amounts spent for political purposes. The Center for Political Accountability, one of the groups that is seeking more disclosure in this area, lists 38 other companies that have adopted a policy geared toward transparency about political spending. Here are recent political contribution reports from some of these companies:
PCAOB Proposes New Auditing Standard on Engagement Quality Review
Amazingly enough, Sarbanes-Oxley directed rulemaking/standard-setting continues to this day. The PCAOB announced last week that it has now proposed standards under Section 103 of the Sarbanes-Oxley Act, which directed the Board to adopt standards requiring each registered public accounting firm to provide a concurring or second partner review and approval of each audit report (and other related information), as well as concurring approval in its issuance.
The PCAOB had previously adopted – as an interim quality control standard – SECPS Requirements of Membership Section 1000.08(f), which was the concurring partner review requirement imposed by the SEC Practice Section of the AICPA.
As noted in this proposing release, the PCAOB’s proposed standard takes a risk-based approach to the second level review. The standard would require the engagement quality reviewer to “assess whether there are areas within the engagement that pose a higher risk that the engagement team failed (1) to obtain sufficient competent evidence or (2) to reach an appropriate conclusion.” In making these assessments, the reviewer would evaluate whether the engagement team responded appropriately to risks, whether the judgments made were reasonable, and whether the engagement team’s overall conclusions were supported by the results of the procedures performed. This review would be required for all engagements performed in accordance with PCAOB standards, including integrated audits of financial statements and reviews of interim financial information, and it would need to be obtained before the firm could grant the client permission to use the engagement report (or communicate a conclusion in the absence of a report).
The PCAOB proposes that the engagement quality reviewer be an associated person of a registered public accounting firm that is independent of the client. The reviewer must also be “competent, perform assigned procedures with integrity and maintain objectivity with respect to the engagement and the engagement team.” The reviewer could be a partner or other person within a firm, or someone from outside of the firm.
The proposed standard is out for public comment until May 12th.
Finding the Right Law Firm: Improving Your RFP Process
In this podcast, Rees Morrison of Hildebrandt International provides some insight into law department requests for proposal issues, including:
– What are the common mistakes in-house counsel make?
– Ten nuggets for improving the request for proposal process
This year, Warren Buffett’s always entertaining 21-page letter to Berkshire Hathaway shareholders does not address one topic that Buffett has been focused on for several years now – runaway executive compensation.
Instead, Buffett has shifted his attention to the latest means for corporate America to report ever-higher earnings – the seemingly innocuous area of pension plan investment-return assumptions. He notes that for the 363 companies in the S&P 500 that have pension plans, the assumption they used in 2006 to calculate their pension expense averaged 8%. Buffett points out, however, that these investment-return estimates appear way too high, when judged against both past and reasonably expected future investment experience. He sums this assessment up by saying that the “helpers” who are advising companies on these matters must be “direct descendants of the queen in Alice in Wonderland, who said: ‘Why sometimes I’ve believed as many as six impossible things before breakfast.’”
Buffett notes that there is no puzzle as to why managers go with a high investment-return assumption – they can of course report higher earnings that way. And if their assumption is wrong, then fortunately for them “the chickens won’t come home to roost until long after they retire.” He indicates that after decades of pushing the envelope (or worse) on reporting earnings, it is time for Corporate America to “ease up.”
It should be noted that the optimism embodied in certain pension plan assumptions has been of concern to the SEC Staff over the past few years as well, as noted in this 2004 speech from an SEC Staffer and in Section II.J.1. of the most recent Corp Fin “Current Accounting and Disclosure Issues” outline. In the outline, the Staff stated:
The staff expects registrants with material defined benefit plans to include clear disclosure of how it determines its assumed discount rate, either in the financial statement footnotes or in the critical accounting policies section of MD&A. That disclosure should include the specific source data used to support the discount rate. If the registrant benchmarks its assumption off of published long- term bond indices, it should explain how it determined that the timing and amount of cash outflows related to the bonds included in the indices matches its estimated defined benefit payments. If there are differences between the terms of the bonds and the terms of the defined benefit obligations (for example if the bonds are callable), the registrant should explain how it adjusts for the difference. Increases to the benchmark rates should not be made unless the registrant has detailed analysis that supports the specific amount of the increase.
The Staff has also sought through the comment process more detailed discussion of the estimates of discount rates and long-term rates of return on plan assets in the MD&A – through its critical accounting policies and estimates interpretations – including the sensitivity of assumptions to changes in investment returns. Now that Buffett has weighed in, there is no doubt that efforts will remain focused on this area.
For more on the interesting topics covered in Warren Buffett’s letter (as well as the topics that were conspicuously not covered), take a look at Kevin LaCroix’s The D&O Diary blog.
A Smaller FASB on the Horizon
It is not too often that you see a regulatory (or quasi-regulatory) body shrinking, but that is just what is happening at the Financial Accounting Standards Board. Last week, the Financial Accounting Foundation (FAF) – the body that governs the FASB and the GASB – announced the approval of a number of governance, structural and operational changes that include reducing the number of FASB board members from seven to five.
These changes came out of a FAF committee established last summer to examine the “structure, effectiveness and efficiency of the governance processes of the FAF, FASB and GASB.”
In addition to the reduction in the size of the FASB, the FAF approved a by-law change broadening a requirement that FASB members possess “investment” experience, and it changed the FASB’s agenda-setting process to a “leadership” approach – vesting more authority in the FASB chair over project plans, the agenda and priorities. The FAF decided to retain the FASB’s simple majority voting requirement.
For some commentators, it looks like “the fix is in” with these latest FASB changes. As noted in this recent blog from The Accounting Onion, these changes appear geared toward “quick and dirty convergence” with international financial reporting standards.
March E-Minders is Up!
We have posted the March issue of our monthly email newsletter.
Recently, SEC Chairman Cox delivered a speech about the subprime crisis. The SEC’s efforts include:
– Enforcement has created a Subprime Task Force to investigate possible fraud in connection with collateralized debt obligations and other subprime vehicles, as well as looking at whether bank holding companies and securities firms fully disclosed the risks of their CDO portfolios and valuations (and whether brokers followed suitability requirements in selling these securities).
– Market Reg (ahem, Trading Practices) is ramping up its “Consolidated Supervised Entity” program, which focuses on the quality of risk controls and liquidity for the largest banks, including the strength of their internal risk management and accounting issues related to off-balance sheet and CDO-related liabilities. I’m sure the newish Office of Risk Assessment will be providing input here.
– Corp Fin is reviewing the adequacy of disclosures by companies implicated in the subprime crisis.
Subprime Crisis: Congressional Pressure on the SEC
As noted in this article, Senator Jack Reed (D-RI) sent this letter to the SEC asking what is being done to increase transparency in the capital markets in light of the subprime, in particular why banks are not fully disclosing the risks posed by securitized loans. A few weeks ago, as noted in this article, Sen. Reed sent a similar letter to the FASB – and a letter to the IASB. These letters are posted in our “Subprime” Practice Area.
In response to a query in our “Q&A Forum” a few days ago, I breezed through some bank disclosures to review their “Risk Factors” and was surprised how few were tailored – even now – to what is happening in the markets and to each institution. Even though Kevin LaCroix reports in the “D&O Diary Blog” that the first subprime lawsuit filed has been dismissed, there are hundreds of credit-related lawsuits already filed (with undoubtably more to come) – so full disclosure would seem to be the wisest course.
Lynn Turner on the Recent Banking Crisis
Below are some thoughts from Lynn Turner, former SEC Chief Accountant, on what has been revealed recently at financial institutions:
Interesting that after the fiasco with the lack of controls at SocGen, we now have a control problem at AIG. And Merrill Lynch announced they didn’t even have a chief risk officer, and CitiGroup has been sued over the lack of transparency in their financial reporting. It appears this is somewhat of a systemic problem among financial institutions that the banking and securities regulators failed to regulate and get fixed.
The amazing and stunning run of articles on SocGen raise questions as to whether:
1. SocGen and certainly its investors could have benefitted by increased transparency with respect to its internal controls and assurance on whether they were operating effectively (which clearly they were not).
2. Did SocGen notify its independent auditors, which are two of the Big 4 firms, when SocGen was tipped off as per below to the concerns? And did SocGen have a risk officer, that when they were tipped off, should have stopped these risky activities with a lack of internal controls?
3. Whether a similar situation could/does exist with a US financial institutions given the concerns cited with respect to a lack of timely settlements of derivatives around the globe. This would seemingly be a material weakness that should be reported to investors if it did exist. Certainly it is a major risk so let us hope independent auditors have examined closely and carefully controls over such transactions, along with the federal banking regulators.
4. Why SocGen called the trader a “rogue” when the bank was tipped off to concerns about his strategy in November, but allowed him to continue trading while he was apparently generating gains. It appears only when the trades turned to huge losses that he became a “rogue” and someone to be throw under the bus to save others.
The Role of Boards in the Subprime Crisis
In this podcast, Ken Daly, President of the NACD, addresses the role of directors in the unfolding subprime crisis, including:
– Does responsibility for some of the elements of this debacle lie with the audit committees of companies only or does it lie with the entire board?
– Is government regulation vs. self-regulation by directors the answer to this crisis?
– What did the boards know and were there reasons why the quality of information going to the boards was inadequate to assess the risks of subprime mortgages?
– Do directors need different training, background or communications to prevent repeats of the credit crisis?
Bob Dow of Arnall Golden Gregory has been in the process of taking a Form SB-2 and amending it with a Form S-1, pursuant to the recent SEC rulemaking regarding smaller reporting companies (see these related memos). In that connection, he decided to try to find a few samples where other companies are doing the same – below are a few he found. He notes that some of them still have inconsistencies, such as references to the registration statement as SB-2 within the body (esp. under “Available Information,” “Legal Matters” and “Signatures”); the title of the document varies (“S-1/A” “SB-2/A on Form S-1” etc.); and some have neglected to add the new filer status check boxes recently added to S-1. The samples include:
In this podcast, Jeff Mahoney, General Counsel of the Council of Institutional Investors, discusses CII’s recent petition to the SEC for rulemaking regarding plain English disclosure of auditor departures, including:
– What is the current state of affairs with respect to disclosure of auditor departures?
– Why does CII believe that enhanced disclosure of auditor departures is necessary?
– Why do you think companies don’t provide better disclosure of this area given its importance?
The Nasdaq Proposes to List SPACs
Last week, the Nasdaq Stock Market issued this proposal to create new listing standards that will relate to special purpose acquisition companies. Previously, even if a SPAC met Nasdaq’s market and financial initial listing standards, Nasdaq would not list the SPAC. These determinations were based on concerns about the underwriters of some of the earlier deals and because a SPAC is a “shell company” that does not have current business operations.
Under the Nasdaq’s proposal, Nasdaq would seek to list SPACs (whose listings are dominated by AMEX, according to this WSJ article) – albeit under more stringent listing standards compared to operating companies, including the following criteria:
– Gross proceeds from the initial public offering (IPO) must be deposited in an escrow account maintained by an insured depository institution as defined by the Federal Deposit Insurance Act or in a separate bank account established by a registered broker or dealer.
– Within 36 months of the effectiveness of its IPO registration statement, the company must complete one or more business combinations using aggregate cash consideration equal to at least 80% of the value of the escrow account at the time of the initial combination.
– So long as the company is in the acquisition stage, each business combination must be approved both by the company’s shareholders and by a majority of the company’s independent directors. Following each business combination, the combined company must meet all of the requirements for initial listing.
Last week, as an “urgency measure,” a bill sponsored by the California Corporations Committee was finally introduced in the California Legislature to address the e-proxy problem that I have been blogging about. It requires a 2/3 vote – but would take effect immediately if passed. Thanks to Keith Bishop for continuing to keep us apprised of the latest.
– Size range of companies using e-proxy varies considerably; all shapes and sizes (eg. 38% had less than 10,000 shareholders)
– Bifurcation is not being used as much as I would have thought; of all shareholders for the companies using e-proxy, only 5% received paper initially instead of the “notice only”
– 0.76% of shareholders requested paper after receiving a notice
– 62% of companies using e-proxy had routine matters on their meeting agenda; another 30% had non-routine matters proposed by management; and 8% had non-routine matters proposed by shareholders
– Retail vote goes down dramatically using e-proxy (based on 61 meeting results); number of retail accounts voting drops from 18.3% to 4.4% (over a 75% drop) and number of retail shares voting drops from 28.8% to 12.6% (over a 55% drop)
Our “Voluntary E-Proxy” Survey Results
Here are the survey results from our recent “Quick Survey on Voluntary E-Proxy,” repeated below:
1. Does your company intend to use voluntary e-proxy this year?
– Yes – 33.8%
– Maybe, not decided yet – 13.0%
– No, but maybe next year – 48.1%
– No, we will never use it since we intend to continue to send paper – 5.2%
2. If the answer to #1 is not “Yes,” which of these reasons did the company consider?
– Concerned about reaching quorum – 21.6%
– Timeframe is too tight to complete proxy materials – 33.3%
– Timeframe is too tight because board/board committee meeting dates pre-set – 13.7%
– Too many shareholders will want paper – 19.6%
– Want to see how other companies fare with e-proxy – 74.5%
3. In case shareholders request paper, we intend to print this amount of proxy materials:
– 7% or greater – 56.5%
– 5-6% – 17.4%
– 4% – 5.8%
– 3% – 2.9%
– 2% – 1.5%
– Less than 2% – 7.3%
– Print materials on demand (such as making Xerox copies) – 8.7%
Please take a moment to answer this new “Quick Survey on More on Blackout Periods”. Always a popular topic, we periodically conduct this type of survey, but it has been three years since the last one…
At an ALI-ABA conference last Friday, Corp Fin Director John White noted that the Staff has “cleared” about 70% of its targeted reviews of executive compensation disclosures, meaning that those companies had received a letter indicating that the review process was over.
The Staff is now using two types of letters to “clear” exec comp reviews. In addition to the typical letter from the Staff indicating that the comments are “all clear,” the Staff is using a modified letter that states that the Staff “neither agrees or disagrees” with the company’s conclusion about its basis for excluding performance targets; this leaves the door open for the Staff to challenge the exclusion at a later date. However, a company that receives this type of letter can consider the Staff’s review complete. While its true the Staff could challenge the exclusion at a later date – most likely in a different filing – they won’t consider the original comment on the 2007 proxy outstanding. Here is a sample of what the “neither agrees or disagrees” letter looks like.
We now have over 100 comment letters (and responses) posted on CompensationStandards.com – and you will want to read Mark Borges’ recent blogs that analyze the meaning of specific comments, including this one that begins “to paraphase Alice in Wonderland, reading the publicly-available comment letters and responses gets “curiouser and curiouser.”
The Section 162(m) Workshop (and Transcript Posted)
We have announced that our 162(m) program – “The Section 162(m) Workshop” – will take place on March 25th on CompensationStandards.com. This webcast will be held in a “workshop” style, where experts provide analysis of the numerous issues raised for specific types of employment arrangements, including guidance on what well-designed plans should look like under the IRS’ latest guidance.
We have also posted the transcript from the recent webcast: “The New IRS Letter Ruling: How It Impacts Your Employment Arrangements, Accounting, Proxy Disclosures, Etc.”
Postponed: This Thursday’s House Hearing on Severance Pay
As noted in this WSJ article, the House Committee on Oversight and Government Reform was scheduled to hold a hearing – “Executive Compensation II: CEO Pay and the Mortgage Crisis” – on Thursday, but today it was announced that it was postponed. When it’s re-scheduled, it should be a “doozy” as three current and former CEOs (Charles Prince, Stan O’Neal and Angelo Mozilo) as well as three chairs of compensation committees not only face the questions of Congress, but those of Nell Minow of The Corporate Library and the mayor of a town in Michigan hit hard by subprime. It should be some interesting theater…
Possible New SEC Commissioners?
In Saturday’s WSJ, this article names four possible successors to Commissioner Paul Atkins (who is a Republican) when his term runs out this summer (Douglas Cox, Steven Guynn, Stuart Kaswell, Troy Paredes) – as drawn up by the White House – as well as lists the two Democratic candidates (Luis Aguilar, Elisse Walter) that have been sitting in the White House for some time.
In this podcast, Randy Gegelman of Faegre & Benson explains how employers can deliver proxy materials to plan participants, including:
– How do the SEC’s e-proxy rules differ from the DOL’s guidance on electronic delivery?
– Does that mean that “notice only” method can’t be used for 401(k) plan participants?
– What have plan sponsors been doing?
– Is this strictly an ERISA issue or are there securities issues remaining on the table?
I’m not a big Oscars person, but this satirical montage is hilarious, particularly if you’ve seen any of the movies that were nominated for “Best Picture.”
US Supreme Court: Individuals Can Sue under ERISA against 401(k) Plan Administrators
Last week, the US Supreme Court unanimous decided – in LaRue v. DeWolff, Boberg & Associates – that ERISA permits individual defined contribution plan participants to sue for fiduciary breaches that impair the value of plan assets in the individual’s plan account. This holding could have important implications for future ERISA litigation activity and present significant insurance coverage issues. Here is a copy of the opinion – and we have begun posting memos analyzing this case in our “ERISA Securities Litigation” Practice Area.
The ‘Former’ SEC Staff Speaks
We have posted the transcript from our recent webcast: “The ‘Former’ SEC Staff Speaks.”
Yesterday, the IRS published Revenue Ruling 2008-13, which provides guidance for identifying performance-based compensation for purposes of Section 162(m) and clarifies some of the open issues from the private letter ruling that I blogged about yesterday.
The ruling provides transition relief for awards with a “performance period” (but really meaning the service period to which the performance goal relates) that begins on or before January 1, 2009, or compensation paid pursuant to an employment agreement in effect today, and while that agreement continues in effect (determined without regard to extensions, including auto-extensions). In other words, the clarifications from this new ruling are (1) they expressly cover retirement now and (2) they give relief for a couple of years – and for existing employment agreements.
The transition period will be helpful – but it may not be as “long” as it sounds. Many contracts have automatic renewal provisions that may limit the transition relief (see the language “without respect to future renewals. . . including. . . automatic) – and the “voluntary retirement” holding will likely cause additional issues for companies. At least there will be some time to “negotiate” required changes with executives. Read more analysis of the ruling in “Melbinger’s Compensation Blog.”
Stay tuned for another CompensationStandards.com program – “The Section 162(m) Workshop” – that will take place next month to help you navigate the many issues that you will now need to consider.
California Supreme Court Dodges Internal Affairs Conflict Issue
Last week, the California Supreme Court issued its opinion in the appeal in Grosset v. Wenaas; I blogged about this case way back in 2005 and we have posted memos regarding this case in our “Internal Affairs Doctrine” Practice Area. From Keith Bishop:
The case involved a shareholder derivative suit and a Delaware corporation (JNI Corporation). The Court of Appeal applied Delaware law because the requirements for standing in a derivative action implicate the “internal affairs” of the corporation. The Court of Appeal also found – in the alternative that California imposed a continuous ownership requirement that was consistent with Delaware law. Accordingly, the shareholder was out of luck and he appealed to the California Supreme Court.
The Supreme Court found that because California and Delaware law have parallel continuous ownership requirements there is no conflict of law. Hence, it was able to avoid discussing the Delaware Supreme Court’s decision in Vantagepoint Venture Partners v. Examen.
The case is important because it sets forth the California Supreme Court’s analysis of California’s shareholder derivative statute, Corporations Code Section 800. However, the opinion leaves unanswered how the California Supreme Court will deal with the internal affairs doctrine when it finds that California and Delaware corporate law are in conflict.
Inside Perspective of Accounting Fraud
In this podcast, Walter Pavlo, a money launderer, and Neil Weinberg, Senior Editor of Forbes, explain how they wrote a book about why someone turns to crime – in this case, the biggest accounting fraud ever (which occurred at MCI), including:
– What is the book about?
– Why did you write the book?
– What has been the most interesting feedback about the book?
Last week, the SEC’s “Advisory Committee on Improvements to Financial Reporting” published a progress report, which includes 12 recommendations for the SEC to consider – many of them important and some of them far-ranging. The key themes include: increasing emphasis on investor perspective in financial reporting system; consolidating process of setting and interpreting accounting standards; promoting design of more uniform and principles-based accounting standards; creating a disciplined framework for increased use of professional judgment; and taking steps to coordinate US GAAP with IFRS. The Advisory Committee will issue a final report (with final recommendations) later this year. Here is a statement from Chairman Cox – and memos analyzing the Progress Report are posted in our “Auditing Process” Practice Area.
Yesterday, the SEC posted these recommendations for public comment, as they have done with other advisory committees. Like other advisory committee reports, there is a short 30-day comment period – given the importance of the issues, don’t forget to weigh in.
E-Proxy: Broadridge’s Candid Assessment
Yesterday, Broadridge posted this interesting article about how e-proxy is faring, which consists of excerpts from five interviews with in-house folks that have recently been through the voluntary e-proxy process. For these five companies, the costs savings have been real, but there have been some “lessons learned” about usability – as aptly noted by Dominic Jones in his “IR Web Report.”
Ninety Law Firms Petition IRS on Section 162(m) Position
Last week’s CompensationStandards.com webcast on the IRS’ recent Section 162(m) private letter ruling was a blockbuster (audio archive available now; transcript coming soon) during which Ken Griffin of the IRS noted that further guidance should be expected from the IRS soon. To help their cause, 90 law firms signed off on this letter that was sent to the IRS on Tuesday. Stay tuned…
Kudos to those individuals that work hard to get so many firms to sign off on anything. Even with the ability to quickly communicate by e-mail these days, it amazes me when these collaborative efforts on short notice get completed. It’s not an easy thing to do.
Brink Dickerson of Troutman Sanders recently delved into the question of “what are the SEC Staff’s most recent views with respect to what a company should do if it is unable to file a Form 10-Q – even after the extension provided by Form 12b-25 – because the company’s auditors have not completed their Reg. S-X 10-01(d) review?” This can occur due to a number of reasons, ranging from an untimely auditor resignation to a complex accounting issue that the auditors simply have not resolved.
Brink states that the Staff generally believes that it is best to disclose as much accurate information as quickly as possible, either through filing a Form 10-Q that has not been reviewed or a Form 8-K. When a Form 8-K is filed, practices range from disclosing just recent high-level operating results and limited other financial data in the body of the filing (or in a press release that is attached as an exhibit) to filing essentially complete financial statements (along with the MD&A) as an Exhibit 99. When the filing is ready to be made, the Staff may either seek the filing an unreviewed Form 10-Q – because of the accompanying certifications and the fact that investors naturally would look for a document labeled as a Form 10-Q for quarterly results – or the filing of a Form 8-K; here is where you may want to contact the Staff that handles your industry to see which approach they prefer.
In all events, Brink says that:
1. the lack of the review needs to be clearly highlighted through an introductory note (see the March 2001 Current Issues Outline Update)
2. the reasons for the lack of the review should be disclosed completely
3. the companies expectations with respect to filing a definitive Form 10-Q (or Form 10-Q/A) should be discussed
4. to the extent that any numbers could be expected to change as a result of the review, those numbers and, if possible, the potential outcomes should be discussed
5. columns containing financial information should be labeled “unreviewed”
Most critically, he points out that the importance of accuracy far outweighs the benefits of filing quickly, and companies should not file either a Form 10-Q or a Form 8-K if it does not have an appropriate level of confidence in the numbers that are disclosed. Unfortunately, a Form 10-Q that has not been officially reviewed by the auditors still will be substantially deficient for ’34 Act purposes, so filing one will not solve Form S-3 eligibility issues. It will, however, help with investor and stock exchange relations – and may solve some covenant violation concerns caused by the absence of any filing. FYI, the review requirements for Form 10-Qs originate from this adopting release relating to audit committee disclosure from 1999.
SEC Certification of Delaware Law Issues
Last summer, the Delaware legislature amended the Delaware Constitution to permit the SEC to certify questions of law directly to the Delaware Supreme Court (one of the many things I have been meaning to blog about, but keeps getting bumped). In this podcast, J.W. Verret of Skadden, Arps and a recent law clerk for Vice Chancellor John Noble analyzes a host of recent Delaware law developments and issues, including:
– What did the Delaware legislature do last year?
– Has the SEC used this new ability yet?
– What are the types of issues that the SEC may ask for certification?
– Why are bylaws so important?
– How does Rule 14a-8 relate to Delaware corporate law?
– Does it matter whether a new proposed bylaw put forward by shareholders goes on the company’s ballot?
– How clear is Delaware law on what a new bylaw can say?
– What is the likelihood the Delaware Supreme Court will accept a question certified from the SEC?
– What are the consequences of the SEC giving a no-action letter on a bylaw without pre-certifying?
MAC Clauses: All the Rage
Join DealLawyers.com tomorrow for the webcast – “MAC Clauses: All the Rage” – to hear from the experts on how “material adverse change” provisions are under more scrutiny than ever, causing some deal practices to change. These changing practices not only impact how lawyers negotiate deals, but they entail wide-ranging ramifications for dealmakers. The panel includes:
– Professor Steven Davidoff of Wayne State Law School and the “M&A Law Prof” Blog
– John Grossbauer, Potter Anderson & Corroon
– Travis Laster, Abrams & Laster
– Patrick Lord, Dechert
– Derek Winokur, Dechert
The Latest Developments: Your Upcoming Proxy Disclosures —What You Need to Do Now!
We have posted the transcript from Part II of the CompensationStandards.com webconference: “The Latest Developments: Your Upcoming Proxy Disclosures —What You Need to Do Now!”
