For any in-house lawyers at public companies who may have been using the Mayan calendars impending doom as an excuse to not plan for the New Year, we have a quick cheat sheet to help get you back up to speed for 2013.
CorpCounsel.com spoke with Gibson Dunn partner Amy Goodman about the firms Key Year-End Considerations for Public Companies alert, which offers some important issues to consider as 2012 comes to a close.
Goodman, co-chair of the firm’s securities regulation and corporate governance practice group and a primary author of the alert, says, The whole idea of this list was that, if youre a general counsel of a public company, from a securities and governance standpoint, what should you be worrying about?
1. Assess whether the work of compensation consultants creates conflicts of interest.
Beginning with the 2013 proxy season, Securities and Exchange Commission rules will kick in that require disclosure about compensation consultant conflicts of interest. Although Gibson Dunn attorneys expect such disclosures to be rare, companies must take into account the six factors laid out in SEC Rule 10C-1(b)(4) [PDF]. Because the new definitions are so broad, Goodman says companies will need the help of compensation committee consultants, as well as their officers and directors, to root out any conflicts they may not be aware of.
