On December 20, 2011, Institutional Shareholder Services ("ISS"), a leading proxy advisory firm, published a white paper titled "Evaluating Pay for Performance Alignment: ISS’ Quantitative and Qualitative Approach." The white paper provides greater guidance on ISS’ new approach to establishing peer groups when conducting the pay-for-performance test described in its U.S. Corporate Governance Policy 2012 Updates and provides a detailed summary of and rationale for the new quantitative and qualitative methodology ISS will implement, beginning February 1, 2012, when assessing executive compensation. The white paper is available at
Chamber of Commerce calls for “Transformational Reform” of the SEC
On December 20, 2011, the US Chamber of Commerce published a report entitled “U.S. Securities and Exchange Commission: A Roadmap for Transformational Reform.” The 135-page report, authored by former SEC Secretary Jonathan Katz, was commissioned and released in response to what the Chamber referred to as a need for a “comprehensive transformation of the SEC,” and addresses the SEC’s leadership, management, organization, and enforcement and rulemaking processes, among other matters. This is not the first time the Chamber has proposed reforms of the Commission. In 2009, the Chamber released its first such report, entitled “Examining the Efficiency and Effectiveness of the U.S. Securities and Exchange Commission.” The Chamber now describes that report as calling only for “incremental change”, and notes in its 2011 report that “incremental change will no longer do.” The Chamber’s 2011 report can be accessed at http://www.uschamber.com/sites/default/files/reports/16967_SECReport_FullReport_final.pdf.
SEC Staff to Release Filing Review Correspondence Earlier
Last Thursday the staff of the Securities and Exchange Commission announced [http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm] that filing review correspondence with the Divisions of Corporation Finance and Investment Management now will be made public earlier. Currently, these Divisions release through EDGAR their comment letters related to disclosure filings that they have reviewed and the response letters “no earlier than 45 days after the review of the disclosure filing is complete.” Beginning January 1, 2012, these Divisions will release this review correspondence “”no earlier than 20 days after the review of the disclosure filing is complete.”
ISS Releases Policy Updates for 2012 Proxy Season
On November 17, 2011, Institutional Shareholder Services ("ISS"), a leading proxy advisory firm, released its U.S. and international corporate governance policy updates for the 2012 proxy season. For details, please see the U.S. Corporate Governance Policy 2012 Updates ("2012 Policy Updates"), available at http://www.issgovernance.com/policy/2012/policy_information. The 2012 Policy Updates apply to shareholder meetings held on or after February 1, 2012. This client alert reviews the most significant U.S. policy updates and additional detail on the policies provided by Patrick McGurn, Special Counsel at ISS, at the November 18, 2011 meeting of the American Bar Association’s Business Law Section’s Subcommittee on Shareholder and Investor Relations. The client alert concludes with commentary and recommendations in light of the ISS policy updates.
Webcast: Risk Factors and Disclosure Issues for Retail and Consumer Product Companies
Retailers and consumer product companies face unique risks and disclosure issues. Global economic uncertainty, changes in consumer buying habits and the use of social media and e-commerce present challenges which should be assessed and appropriately disclosed. This webcast focuses on the key risks and other factors that companies in the retail and consumer product industries need to consider when preparing disclosure documents.
Handling Internal Investigations in the Executive Compensation Area
Los Angeles partner Michael Farhang and associate James Zelenay are the authors of "Handling Internal Investigations in the Executive Compensation Area" [PDF] published in the November 7, 2011 issue of BNA’s Pension & Benefits Daily.
Deals With Controlling Stockholders: 5 Tips for Boards
New York partner Rashida La Lande is the author of "Deals With Controlling Stockholders: 5 Tips for Boards" [PDF] published on November 2, 2011 on Boardmember.com.
New Rule 13h-1: The SEC Adopts a Large Trader Reporting System
Washington, D.C. of counsel K. Susan Grafton is the author of "New Rule 13h-1: The SEC Adopts a Large Trader Reporting System" [PDF] published in the October 31, 2011 issue of BNA’s Securities Regulation & Law Report.
California Adopts Two New Corporate Forms to Advance Social Benefits
On October 9, 2011, California Governor Jerry Brown signed into law competing bills that create two new corporate forms in California — a "flexible purpose corporation" and a "benefit corporation" — intended to allow entrepreneurs and investors the choice of organizing companies that can pursue both economic and social objectives. The new corporate forms differ from traditional for-profit corporations that are organized to pursue profit (and not social purposes) and non-profit corporations that must be used solely to promote social benefits. These laws will take effect on January 1, 2012.
SEC Hosts Roundtable on Conflict Minerals
On October 18, 2011, the Securities and Exchange Commission ("SEC" or "Commission") held a public roundtable (the "Roundtable") to address the agency’s required conflict minerals rulemaking under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.