ON Securities

Several new reports have been published that provide valuable information about what’s going on in the public company world . . . . Pearl Meyer & Partners released a survey report covering companies’ attitudes toward Say-on-Pay, which is currently required for TARP recipients but will not be required for other public companies until at least 2011 . . . . Frederick W. Cook & Co. released a report of its study of non-employee director compensation at the 100 largest New York Stock Exchange companies and the 100 largest Nasdaq companies . . . . One more update – hot off the presses: I noticed that RiskMetrics today published some of its 2010 policy information, which applies to all shareholder meetings occurring on or after February 1, 2010 . . . . [to read more, click on the link above]

As described previously, on July 1, 2009, the SEC approved by a 3-2 vote an amendment to New York Stock Exchange Rule 452 to eliminate broker discretionary voting in uncontested elections of directors. Of all the recent proposals (see the ON Securities Cheat Sheet), this was the first to be adopted, and this change may have the biggest practical impact on corporate governance for most companies. The rule change is effective for shareholder meetings held on or after January 1, 2010, and it is likely to make it more difficult to get affirmative votes in favor of management’s slate of directors. . . .So what should a company do to prepare? . . . . [To read more, click on the Title above.]

SEC actions on July 1

On July 1, 2009, the SEC voted to take several actions. . . .

However, to understand the impact of the July 1 actions, it is necessary understand other current developments, some of which would have an even greater impact on a broader segment of companies . . .

Maslon Small Public Company Forum’s Inaugural Event is a success (singing fish and all).

On June 24, 2009, I participated in the inaugural event of the Maslon Small Public Company Forum, which included presenters from Maslon, Baker Tilly Virchow Krause, Carver Moquist & O’Connor, Feltl and Company and Internal Control & Anti-Fraud Experts, LLC. . . .