Welcome to our fall Public Company Forum newsletter. In Is it Proxy Season Already?, we begin pondering the upcoming 2013 proxy season, even though you may be thinking that you’ve barely finished with the last one, and you would be right. However, with the unrelenting emphasis on executive compensation these days by the SEC, institutional investors and proxy advisors and the negative consequences of poor say-on-pay results, autumn has become the season to start proxy planning. If you wait until after the new year, like we all used to do, you will be too late.
We’ve also included an article on conflict minerals disclosure, which most of you know by now was mandated by the Dodd-Frank Act and is the subject of recent SEC rulemaking. Yes, the new disclosure is politically motivated and, yes, Congress has hijacked public company reporting as a convenient means to further its agenda, but it is a reality (unless and until Congress reverses itself) and we are stuck with it. And if you have dismissed the rules with a perfunctory “I’m not in industrial manufacturing,” then you do so at your peril. As our article points out, the statute and regulations have surprisingly broad reach and warrant careful consideration at this time.
Another surprising development is the National Labor Relations Board’s recent foray into social media. Most public companies have policies dealing with employee use of social media, many of which may need to be revised as a result. I hope you will take a look at our article on that topic.
Finally, we are happy to be rolling out a new feature that will appear regularly in the Public Company Forum. In Your Questions, Our Answers, we address recurring client questions. Whether we choose questions related to particularly tricky, but long-standing topics, or bear on recent regulatory or market developments, the feature will provide short, to-the-point answers. For this issue, we address the effect that the 2011 whistleblower rules have had on internal reporting.
We are committed to providing you with a newsletter that offers thoughtful insights and practical tips in a user-friendly format. We, therefore, welcome your thoughts about how we may improve the Public Company Forum.
Additional Articles from the Fall 2012 Public Company Forum:
The National Labor Relations Board Weighs in on Social Media Policies and Facebook Firings
Is It Proxy Season Already?
Between a Rock and a Hard Place: Conflict Minerals Compliance
Your Questions, Our Answers: Whistleblower Update