– Broc Romanek, CompensationStandards.com
Here’s a blurb from Paul Hasting’s Mark Poerio on ExecutiveLoyalty.org:
The 8th Circuit’s decision begins ominously for the former CFO whom a jury had convicted of various securities violations relating to fraud and false records: “From frequent private-jet travel to payments and upkeep for the American Princess, his 80-foot yacht, infoUSA reimbursed [its CEO] for a wide variety of expenditures.” In SEC v. Dean, the 8th Circuit upheld the convictions, and remanded for reconsideration of the $50,000 penalty and 3-year bar on public-company service that the district court imposed on the former CFO.
– Broc Romanek, CompensationStandards.com
Here’s a blog from Allen Matkin’s Keith Bishop:
In enacting the Dodd-Frank Act, Congress made it clear to everyone, other than the plaintiffs’ bar, that say-on-pay votes were advisory only, did not create or imply any change in fiduciary duties of directors, or create or imply any additional fiduciary duties of directors. 15 USCS ยง 78n-1. In the eyes of the plaintiffs’ bar, failed advisory votes have become the basis of lawsuits. The question then is whether the federal statute mandating say-on-pay votes confers jurisdiction on the federal courts.
In an opinion issued last week, a panel of the Ninth Circuit Court of Appeals held that the argument that Congress did not intend to create additional liability for failed votes did not create a significant federal question conferring jurisdiction. Dennis v. Hart, 2013 U.S. App. LEXIS 15648 (9th Cir. July 31, 2013) As a result, the Court of Appeals instructed the District Court to remand the case to the California Superior Court.
The ruling represents a set-back for the defendants who evidently preferred to have the case tried in federal court.
– Broc Romanek, CompensationStandards.com
A few weeks ago, I blogged about a rumor that the SEC is close to proposing pay disparity rules. This rumor appears to be confirmed, as noted in this article, when new SEC Chair White testified on Tuesday before the Senate Banking Committee that a pay disparity rule proposal will be coming in the next month or two.
So we don’t know the exact timing of a proposal – but we do know that it will be soon. Likely before our combined conferences, where it would be covered by Corp Fin Director Keith Higgins and other panels…
Registrations for our combined pair of conferences – in DC and via video webcast – are strong and for good reason. The full agendas for the Conferences are posted – but the panels include:
– Keynote: “Keith Higgins, Director, SEC’s Division of Corporation Finance”
– Keynote: “Former Congressman Mike Oxley”
– Q&A with ISS
– Q&A with Glass Lewis
– Say-on-Pay Shareholder Engagement: The Investors Speak
– Compensation Committees & Advisors: The NYSE & Nasdaq Speak
– Realizable Pay Disclosure: How to Do It
– How to Improve Pay-for-Performance Disclosure
– We Don’t Have a Good Pay Story: What Do We Disclose?
– How to Avoid Executive Pay Disclosure Litigation
– Peer Group Disclosures: What to Do Now
– In-House Perspective: Strategies for Effective Solicitations
– Creating Effective Clawbacks (and Disclosures)
– Pledging & Hedging Disclosures
– The Executive Summary
– The Art of Supplemental Materials
– Dealing with the Complexities of Perks
– Say-on-Parachute & Post-Deal Disclosure Developments
– Compensation Accounting, Tax & Risk Assessment Disclosures
– Shareholder Proposals & Executive Pay
– The Rise of Political Contribution Disclosures
– Broc Romanek, CompensationStandards.com
As noted in this Gibson Dunn blog, ISS has posted its policy survey to solicit comments ahead of announcing its 2014 voting policies – the comment period ends September 13th. ISS intends to announce its final policies about 1-2 weeks earlier than in previous years – in early November.
This is your opportunity to make yourself heard. As well as during the 75-minute panel entitled “Q&A with ISS” during our conference – if you have questions that you want asked, please email them to me – you will be kept anonymous.