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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.
To read this alert please follow this link.
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.
Last week the U.S. Securities and Exchange Commission approved final rules implementing the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 that require U.S. public companies to conduct a separate shareholder advisory vote on:
- the compensation of their named executive officers (a “say-on-pay” vote) – at least once every three calendar years;
- whether the say-on-pay vote should be held annually, biennially or triennially (the “frequency vote”) – at least once every six calendar years; and
- any golden parachute compensation arrangements of their named executive officers in connection with a “M&A transaction” that is presented to shareholders for approval (a “say-on-golden parachute” vote).
The outcomes of these votes are not binding on the company or its board of directors; they do not affect the validity of compensation arrangements or the fiduciary duties of directors regarding compensation matters. However, they will represent an important expression of shareholder views on a company’s executive compensation policies, with a potentially significant impact on shareholder relations. In considering these votes, companies should also keep in mind that, under recently adopted rules required by the Dodd-Frank Act, brokers will no longer have discretion to vote on these matters any customer shares for which they have not received voting instructions.
As mandated by the Dodd-Frank Act, companies already have been conducting say-on-pay and frequency votes for annual meetings taking place on or after January 21, 2011. Except as noted below, the new SEC rules become effective 60 days after publication in the Federal Register. While the new rules were adopted largely as proposed, a number of changes were made and companies still working on their proxy statements should carefully review the rules in final form.
Weil’s Public Company Advisory Group will be issuing a separate Alert covering the say-on-golden parachutes vote and the new disclosures that will be required for M&A transactions. Companies must comply with those new requirements beginning with initial filings on or after April 25, 2011.
For the full-text of this alert on the new “say-on-pay” requirements, follow this link.
