Handbook for Preparing Sec Annual Reports and Proxy Statements

by Levin, Lawrence D.; Klein, Adam R.

• ISBN13: 9780808091615
• ISBN10: 0808091611
• Format: Paperback
• Copyright: 2008-03-12
• Publisher: Wolters Kluwer Law and Business

Summary

The 18th edition of CCH'sSEC Handbook, an excellent compendium of variousSECrules, regulations and forms, is intended to be used as a companion to this volume. As has been done in the past, Chapters 2 and 3 of this book highlight new rules andSECinterpretations relevant to annual disclosure documents as well as those proposed rules that are likely to influence future filings. The 2007proxyseason was impacted by significant new disclosure requirements for executive and director compensation, related party transactions, director independence and other governance matters. Although the 2008proxyseason should be less burdensome, new guidance from theSECalong with a few new rules will impact preparations for 2008 annual meetings. Executive compensation will continue to be the main focus for 2008 annual meeting disclosures. During 2007, several hundred companies received comment letters from theSECregarding their executive compensation and related disclosures, and in October 2007, theSECreported that it had completed its review of such disclosures of over 350 public companies. TheSECnoted that two principal themes emerged from this review. First, the Compensation Discussion and Analysis needs to be focused on "how and why" a company arrives at specific executive compensation decisions and policies. Second, theSECstaff wants improvement in how compensation disclosures are presented, including the use of plain English and improved organizational techniques such as the use of executive summaries and tables and charts. In addition, under theSECrs"s newe-proxyrules, large accelerated filers will need to determine whether to proceed with delivery under the "notice and access" model, which will mean new disclosures and new deadlines for completion of their proxy statement. New rules and interpretive guidance regarding managementrs"s report on internal control over financial reporting will also require careful scrutiny. Finally, companies will want to carefully scrutinize shareholder proposals in light of theSECrs"s November 2007 amendment to Rule 14a-8(i)(8). This amendment clarifies that companies may omit from their proxy materials any proposal that relates to a nomination or an election for membership on the companyrs"s board of directors or a procedure for such nomination or election.