Disclosure Thoughts for 2012

Disclosure was a popular word throughout 2011. But don’t think 2012 will get any easier in terms of enhancing the disclosure of compensation and other information to the SEC and shareholders. A recently released article may just foreshadow the next proxy requirement, actual realized compensation. That’s right, Eaton Corporation took the disclosure of taxable income… Read more »


Business Judgment, SEC Rulemaking, & Dodd-Frank | January 2012

All of us here at L&A hope everyone is having a great 2012 so far. Before we share some important, new articles with you, we have some exciting announcements: – Brent Longnecker was named an NACD Governance Fellow and was asked by WorldatWork to help build some new course curriculum on pay, – Chris Crawford… Read more »


L-Blast | November 2011

Say-on-Pay Statistics, Legal Questions, & Plans for Upcoming Proxy Season This article analyzes the impact that the Say-on-Pay vote may have on the upcoming proxy season with an analysis of companies that failed Say-on-Pay earlier this year. L&A answers some of the most common legal questions concerning Say-on-Pay and offers recommendations on what can be… Read more »


L-Blast | October 2011

Say on Pay Rules Don’t Help Boards Manage Executive Compensation by Michael Cohn, AccountingToday.com The “say-on-pay” disclosure provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act will not help the boards of public companies better manage executive compensation, according to a new survey by accounting and consulting firm BDO USA. The Survey of… Read more »


L-Blast | September 2011

Eliminating the Stigma Around Change-in-Control by Josh Henke, Brent Longnecker, & Chris Crawford Whether triggered by fear of instituation watchdogs like ISS or the lack of understanding on Section 4999 of Internal Revenue Code (aka 280(G)), there is commonly a negative stigma surrounding Change-in-Control (“CIC”) protection for senior executives. L&A is a proponent of CIC… Read more »


L-Blast | Special Edition | August 2011

Say-on-Pay Year End Review & Notes on Say-on-Pay Lawsuits ISS recently released its “Preliminary 2011 U.S. Postseason Report.” Key findings of that report are: – Shareholders voted down management “say on pay” proposals at 37 Russell 3000 companies, or just 1.6% of the total that reported vote results. Most of the failed votes apparently were… Read more »


July 2011: ISS, FDIC Clawbacks, & The Legislative Disconnect Between Pay and Performance

Possible Changes to Some ISS Methodologies? Here’s some potentially happy news for issuers: a report from BNA indicates that ISS plans to review certain of its methodologies in light of company complaints that ISS negative recommendations on say-on-pay proposals during the most recent proxy season were unwarranted. First, during a recent webcast, ISS Executive Director… Read more »


June 2011: Say-on-Pay Brings Litigation and a Closer Look at Risk in Compensation

Dodd-Frank and Say-on-Pay: The Legislation and Abuses that Could Come Of the thirty-six companies that have failed Say-on-Pay, six companies, thus far, have been the recipient of class action lawsuits by its shareholders which all stemmed from failing Say-on-Pay.  There are links to the filed suits here.  Shareholders now have this new power obtained through… Read more »


May 2011: Update on Say-On-Pay and In Preparation for Say on Pay

Update: Say-on-Pay and Say-on-Frequency We have created a table of the 20 failures of the Say-on-Pay vote as of May 17, 2011 along with the reasons for failure and some other interesting statistics.  One trend that is worth noting that is not captured in this table is that some companies that are receiving the vote… Read more »


April 2011- Update: Say on Pay, Independence Provisions, and “If ISS Goes Negative, Don’t Panic”

Update: Say-on-Pay and Say-on-Frequency Say-On-Pay As of April 11, 2011 there have been five companies that have failed the say on pay vote by shareholders: Jacobs Engineering (45.5%), Beazer Homes (46.1%), Shuffle Master Inc. (44.5%), Hewlett-Packard with a vote of 50 for and 48 against, and the most recent was Ameron International Corporation (41.7%).  Two… Read more »