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Executive Compensation: It's Hot and About to Get Hotter
With the Enron (Lay/Skilling) trial having concluded and the business community eagerly anticipating more reports recommending SOX ' 404 relief for smaller companies, executive compensation issues seem far removed, except for the occasional (or not so occasional) headline. Don't be lulled, however, into a false sense of security. Executive compensation is about to take center stage as THE latest 'corporate governance' topic.
SEC Overhaul
With some, but not overwhelming, fanfare, the SEC, on January 27, 2006, proposed the most sweeping overhaul to the requirements for executive compensation disclosure since 1992. If you've been paying attention, the reasons for the overhaul should be clear:
- The Disney directors' handling of the Michael Ovitz hiring and termination ' they ultimately weren't held liable, but they also weren't held up as a model of how to run a compensation committee.
- Orders to cease and desist from future violations of the disclosure requirements of the federal securities laws in the cases of:
- General Electric for undisclosed compensation arrangements and perquisites to former CEO Jack Welch;
- The Walt Disney Company for un-disclosed compensation and business arrangements with certain directors and their children;
- Tyson Foods, Inc. for hundreds of thousands of dollars in undisclosed perquisites and other personal benefits lavished on Don Tyson and his family members and friends, including oriental rugs, antiques, a horse, use of company-owned vacation homes and use of company-owned aircraft; and
- The directors of the New York Stock Exchange, taken to task by New York Attorney General Elliot Spitzer over the severance and pay package for Dick Grasso.
The Stage Is Set
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?