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Executive Compensation Disclosure
On July 26, 2006, the Securities and Exchange Commission (SEC) adopted amendments to its rules relating to the disclosure of executive compensation. Since these new rules apply to SEC filings and reports for fiscal years ending on or after Dec. 15, 2006, public filers who use the calendar year as their fiscal year will be required to comply with the new disclosure requirements when preparing their 2007 proxy statements.
While that leaves several months before the filing and mailing of 2007 proxy materials, there are a number of reasons why it is important for companies to get an early start on revising their proxy disclosure to comply with the new rules. In particular, the new compensation tables and the addition of a Compensation Discussion & Analysis (CD&A) section will require extensive consideration, discussion and drafting by management and the company's Compensation Committee. The SEC has made it clear that boiler-plate disclosure will not suffice when discussing the matters required to be covered by the CD&A section. Rather, the SEC has repeatedly emphasized the need for a principles based approach which describes and analyzes all elements of compensation that are material to an investor's understanding of how the company motivates and compensates its named executive officers.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.