Executive Compensation

On July 2, 2012, the U.S Securities and Exchange Commission announced the scheduling of an open meeting for August 22, 2012, for the purpose of adopting final rules regarding disclosure and reporting obligations with respect to (i) the use of conflict minerals and (ii) payments to governments made by resource extraction issuers, both as mandated by the Dodd-Frank Act (Sections 1502 and 1501, respectively).  At the same meeting, the SEC plans to consider rules eliminating the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act (JOBS Act).  The open meeting notice is available at this link: http://sec.gov/news/openmeetings/2012/ssamtg082212.htm.   For a discussion of the JOBS Act’s impact on the general solicitation rules, see Catherine T. Dixon, “Title II of the JOBS Act:  Are Reports of the Death of General Solicitation Premature?”, Insights (June 2012).

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (the JOBS Act).  The new legislation enlarges the menu of choices that private companies will have to raise capital while also reducing the burdens on “emerging growth companies” that ultimately resort to the public markets.  It also offers benefits for private investment funds. Many aspects of the JOBS Act are effective immediately; others require rulemaking by the SEC, generally on an expedited basis.

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April 17, 2012
 
2012 Financial Women’s Association Dinner
 
New York, NY
 

Weil Corporate Governance partner Holly Gregory will be among a panel of experts sharing their experiences and views on board service in an informal, off-the-record discussion at the upcoming 2012 Financial Women’s Association Directors’ Dinner, which will take place at Weil’s New York office on Tuesday, April 17, 2012 at 5:45pm. Other panel members include Elisabeth DeMarse, CEO of Newser.com and founder of DeMarseCo, Inc.; Barbara J. Krumsiek, Chair, CEO and President of Calvert Investments, Inc. and a Director and Chair of Acacia Life Insurance Company; and Pamela J. Packard, a corporate director and a retired vice chairman of a public accounting and consulting firm. Merrie S. Frankel, a Senior Credit Officer and Vice President in the Commercial Real Estate Finance Group at Moody’s Investors Service, will serve as moderator.

For more information visit the event website.

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By Ira M. Millstein and Holly J. Gregory

Weil’s senior partner Ira M. Millstein and partner Holly J. Gregory reflect annually on corporate governance.  “Rebuilding Trust: The Corporate Governance Opportunity for 2012.” is published in the March-April 2012 issue of Corporate Governance Advisor and posted at The Harvard Law School Forum on Corporate Governance and Financial Regulation.  Millstein and Gregory, both Corporate Governance partners, offer their thoughts on how–without the need for regulatory intervention–boards and shareholders can rebuild trust in 2012 and, by doing so, help resolve some of the tensions that are stalling our economic recovery.

 Link to the posting here, or download a pdf.

“Concerns about the responsible use of corporate power remain high in the wake of the financial crisis. Although these concerns have been focused primarily on the financial sector, there is spillover to corporations in every industry. Tough economic conditions, slow job growth, political dysfunction and general uncertainties about the future continue to undermine investor confidence and fuel public distrust (with Occupy Wall Street an example). This in turn intensifies the scrutiny of corporate actions and board decisions, … [click to continue…]

The SEC has proposed new rules to implement Section 952 of the Dodd-Frank Act. Rather than taking a prescriptive approach, the proposed rules leave the exchanges to develop their own standards for compensation committee independence and for evaluating the independence of compensation consultants and advisers. The SEC also proposes to amend current disclosure requirements regarding compensation consultants and their conflicts of interest.

Follow this link for more information from Weil’s Public Company Advisory Group on the SEC’s proposed rules.