A number of new disclosure items go into effect before the end of the year, which some experts suspect may have gone unnoticed because they are not exactly earth-shattering. Littenberg “I think a lot of people are not aware of this stuff,” asserts Michael Littenberg, partner with Schulte Roth & Zabel in New York City. […]
Stephen Taub
Posted inFrom the Archive
Wall Street Firms Slowly Changing Option Expense Policies
The Council of Institutional Investors has stepped up pressure on the research departments of investment banks as well as Thomson Financial, owner of the widely used First Call estimate service, in a bid to create a single, consistent policy to reflect stock option-related expenses in net earnings estimates. And now there are signs that its […]
Posted inBoards & Shareholders
“Majority Vote Lite”; Companies Adopt Modified Policies
It certainly appears that “majority vote mania” is sweeping corporate boardrooms. For example, the Council of Institutional Investors, which in May fired off a letter to 1,500 companies calling on them to adopt a majority vote requirement for director elections, reports that it has received 130 responses to date, and that so far 24 companies […]
Posted inFrom the Archive
A Look At Executive-Friendly “30 Day Cure Periods”
Back in mid-July, United Rentals Inc. announced that president and chief financial officer John Milne failed to perform his duties and would be fired if he does not remedy matters within the “30-day cure period” under his employment agreement. The Greenwich, Conn., equipment rental company said at the time that the action was taken on […]
Posted inFrom the Archive
New Bankruptcy Law Benefits Creditors; The Oct. 17 Rush
When President George W. Bush signed the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 in April, most observers focused on how the new law would make it tougher for individuals who want to file for bankruptcy. However, the Act includes several provisions that significantly impact corporations as well; a recent analysis by the […]
Posted inBoards & Shareholders
Lessons From Disneyland: Bad Decisions Are Still Decisions
Less-than-ideal is not illegal. That’s the upshot of the decision rendered by Delaware Chancery Court Chief Judge William B. Chandler III, who found that Walt Disney chief executive officer Michael Eisner and the Disney board of directors properly exercised their fiduciary duty and did not commit waste when the company hired and then fired Michael […]
Posted inBoards & Shareholders
The Board Meets Never. 303A, The States, And Torvec
If last month’s decision by tiny auto maker Torvec has you dreaming of canceling all future meetings of the board of directors, you may want to grab another cup of coffee. THE DISCLOSURE Executive Committee The following disclosure was made by Torvec Inc., on Form 8-K on July 8, 2005: On July 8, 2005 David […]
Posted inRegulatory Enforcement
When The SEC Charges, Should You Fight Or Settle?
When the Securities and Exchange Commission recently filed enforcement actions against three former executives of i2 Technologies, one of them—former president and CEO Gregory Brady—fired off a press release vowing to “vigorously defend” against the lawsuit and prevail at trial. RELATED INSIGHTS The following related guest columns by SEC veterans were published in Compliance Week […]
Posted inAccounting & Auditing
Part II: Q&A With Deloitte Touche Tohmatsu’s Global CEO
Speaking recently at the International Corporate Governance Network Annual Conference in London, Deloitte Touche Tohmatsu CEO William Parrett called on national regulators to convene a special summit before the end of the year with the goal of developing a more uniform global regulatory environment. “In an ideal world, a global regulator would be the answer […]
Posted inBoards & Shareholders
Round Trip Trades + SEC Probe = Director Of The Year?
When The National Association of Corporate Directors voted E. William (Bill) Barnett, lead director at Reliant Energy, as Director of the Year for 2005, it lauded him for his leadership when the Houston-based utility was working through a number of accounting-related restatements and governmental probes and lawsuits. Barnett “Barnett’s leadership during this difficult period was […]