The RR Donnelley Securities Newsletter contains the latest developments and practical guidance for corporate & securities law practitioners. The content is provided by TheCorporateCounsel.net.

The features in this issue include:

For the third time this decade, the SEC proposed a proxy access rule - Rule 14a-11 – in late-May (Dave blogged about the proposal's long history in mid-May). The vote was 3-2 - with Commissioners Casey and Paredes dissenting - and there is a 60-day comment period. Here is the SEC's press release in a nice Q&A format - and here are statements by Chair Schapiro and Commissioners Aguilar, Walter, Casey and Paredes.

Ahead of the proposing release being available, here are the basic of the proposal:

• Sliding Scale Ownership Requirements - The ownership threshold would vary depending on a company's size: 1% of voting shares for large accelerated filers; 3% for accelerated filers; and 5% for non-accelerated filers.
• One-Year Holding Period - Nominating shareholder (or group) must have held the requisite percentage for at least one year at the time of providing notice to the company.
• Up to 25% of the Board - Shareholders can nominate the greater of one nominee or the number that equals up to 25% of the board. If shareholders nominate too many candidates, it's "first in, first on the ballot".
• 120-Day Deadline - Nominating shareholders must provide notice to the company and the SEC at least 120 days before the first anniversary of the date that the prior year's proxy materials were first released (i.e. the Rule 14a-8 deadline), unless the company has an advance notice bylaw that provides a different timeframe.
• Schedule 14N Certification - Nominating shareholders must file a Schedule 14N reporting the percentage beneficially owned, period of time held, intent to hold shares through date of the shareholders meeting and other disclosures and certifying that the nomination is not intended to result in a change in control or result in more than minority representation on the board.
• Nominee Candidate Must Be Independent - Any nominee must meet state law and stock exchange independence standards and the nominating shareholder can't have any agreement with the company regarding the nomination. However, there is no restriction on shareholders nominating persons with whom they have a relationship, including themselves.
• Rule 14a-11 Trumps State Law - Rule 14a-11 would preempt any proxy access provisions set forth in state law or in a company's charter or bylaws (as noted by Prof. Verret).
• More Access Proposals Allowed Under Rule 14a-8 - Revised Rule 14a-8 would allow more shareholder proposals relating to the processes for the nomination and election of directors, requiring inclusion of proposals that would amend a company's governing documents regarding election procedures.

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In late May, Senator Charles Schumer - along with Senator Maria Cantwell - finally introduced the "Shareholder Bill of Rights Act of 2009." Here are our ten cents on your burning questions:

• Why?  Typically, it would be expected that this type of legislation would originate in Rep. Barney Frank's House Financial Services Committee. So why did Senator Schumer begin frontrunning his own bill in early May. The likely answer is that influential parties wanted governance reform as part of the discussion over Obama's "First 100 Days" to keep these issues in the spotlight. And Frank was too busy with financial regulatory reform to drum up something as a placeholder.
• What? As noted in this blog before, the bill is a virtual "wish list" for investors interested in reform (eg. CII's press release and Paul Hodgson's observations in "The Corporate Library Blog") as it tackles every hot governance topic there is today (with the notable exception of CEO succession planning).
• When? The big question: "What are the odds of this bill getting passed?" We think the odds are fairly slim that this bill becomes law because it includes too many items that potentially contravene state law and open it up to a Constitutional challenge. However, if another big scandal suddenly surfaces, Congress could push this through unexpectedly (just as WorldCom's implosion pushed Congress to adopt Sarbanes-Oxley).
  
  The fact that only one other Senator placed her name on this bill is a "tell" that there might not be a lot of momentum for it. Our guess is that Sen. Schumer wanted to make a mark within the first 100 days of the Administration - and that he wanted this bill to influence what Rep. Frank produces later in the year as well as influence the financial regulatory reform that is being crafted now. In the end, we think the chances of certain provisions of this bill becoming law by the end of the year is fairly high, including say-on-pay and shareholder access - just not as part of this bill.
• If? What if this bill gets passed? Wow. . .

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In early May, the SEC brought a settled administrative proceeding against INTECH Investment Management LLC and its Chief Operating Officer for exercising voting authority over client securities without having written policies and procedures "that were reasonably designed to ensure it voted its clients' securities in the best interests of its clients" and also failing to adequately disclose the voting policies and procedures to clients.

The case was brought under Investment Advisers Act Rule 206(4)-6, which was adopted in 2003 and requires that advisers adopt and implement policies and procedures reasonably designed to ensure that they vote their clients' proxies in the clients' best interests, including addressing material conflicts that may arise between the adviser's interests and those of its clients. The rule also requires that advisers disclose to clients how they can obtain information about how the adviser voted proxies, and describe to clients the adviser's proxy voting policies and procedures.

In the case, the SEC alleged that INTECH had used ISS recommendations for its voting policies, but had moved from ISS General Guidelines to ISS Proxy Voter Service (PVS) under circumstances involving a potential conflict of interest. The SEC alleged that INTECH chose to follow the voting recommendations of ISS-PVS while the adviser was participating in the annual AFL-CIO Key Votes Survey that ranked investment advisers based on their adherence to the AFL-CIO recommendations on certain votes, and the adviser believed that an improved score in the AFL-CIO Key Votes Survey would be helpful in maintaining existing and attracting new union-affiliated clients, without considering the impact on clients not affiliated with unions.

It will be interesting to see if this case represents one isolated incident, or if it reflects a broader area of SEC interest, given the ongoing concerns with proxy voting.

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In early May, the SEC issued its first fee advisory for the year. Right now, the filing fee rate for Securities Act registration statements is $55.80 million (the same rate applies under Sections 13(e) and 14(g)). Under the fee advisory, this rate will rise to $71.30 per million, a hefty 28% price hike. The new fees will not go into effect until five days after the date of enactment of the SEC's 2010 appropriation - which often is delayed well beyond the October 1st start of the government's fiscal year as Congress and the President battle over the government's budget.

You might be asking, "How are the SEC's fees set?" The SEC sets its filing fees annually under the "Investor and Capital Markets Fee Relief Act of 2002." The SEC's budget is not dependent on its fees; it's not a self-funded agency. In fact, the SEC wishes it could use those fees as it brings much more in for the government than it's allowed to spend. Learn more how this all works in this blog.

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In early May, the SEC held its Roundtable on Short Selling (you can still catch the archive of the four-hour session), where the Commission solicited the views of a variety of interested parties, including representatives of public companies, broker-dealers, SROs, funds and academics. In her opening remarks, Chairman Schapiro noted that short selling has outpaced any other issue "in terms of the number of inquiries, suggestions and expressions of concern." Chairman Schapiro noted that an evaluation of short sale regulation is a priority for the Commission.

As could be expected, the views expressed on short selling were diverse and there was not necessarily a lot of common ground. The one exception is with respect to naked short selling, where the panelists lauded the SEC's efforts in 2008 to try to address abusive naked short selling. As for other issues, representatives of the investment industry seemed to favor the less dramatic individual stock circuit breaker approach, while some issuer representatives seemed to favor market-wide measures. One of our favorite quotes from the session was from William O'Brien, CEO of the stock trading platform Direct Edge, who said of broad scale short selling restrictions: "Nobody likes being stung by a bee, but you don't kill all the bees and then wonder why all the flowers have died." Yet another issue that received some attention was the cost and time that would be necessary to implement any new short sale regulations.

With the Roundtable out of the way, now it is time for the SEC to start considering the comments and narrowing down the options to one workable approach. The comment period closes June 19.

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In late May, the US Supreme Court granted certiorari and agreed to consider a constitutional challenge to ability of Sarbanes-Oxley to create the PCAOB. As you might recall, this is the long-standing case brought by a small auditing firm, Beckstead and Watts and the Free Enterprise Fund.

At issue is whether Congress treaded on the Constitution's separation of powers, specifically Article 2, Section 2 known as the "Appointments Clause" because it gives power to the President to appoint and supervise executive-branch officials. The SEC appoints the members of the PCAOB's board rather than the President - and the SEC can only remove the PCAOB board members "for cause." Check out Professor Jay Brown's blog on the chances of its success.

Last August, the US Court of Appeals for the DC Circuit - voting 2-1 - concluded that the SEC's "comprehensive" oversight of the PCAOB satisfied the appointments clause. Then in November, the full DC Circuit voted 5-4 not to reconsider the ruling. We continue to post the central pleadings in this case in our "Sarbanes-Oxley Reform" Practice Area.

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The latest thing to tarnish the SEC's reputation is making the rounds. CBS broke the news in mid-May with this report that two SEC Enforcement attorneys are under investigation by the FBI for possible insider trading, based on a 56-page report from the SEC's Inspector General. The mainstream media (eg. WSJ) blogosphere is humming with the news (eg. Crooks & Liars).

Here are the basics that we know from the IG's report:

• The IG started to look into this matter in January '08 after the SEC's Ethics Office informed it of an Enforcement attorney who pre-cleared voluminous trades.
• The IG reviewed more than two years of email and broker records and broadened the inquiry to two other Enforcement attorneys (one of whom didn't trade nor respond to emails from the other two, but did communicate with them otherwise about the markets).
• The IG referred its investigation to the FBI and DOJ after it noted that some of the trades by the two Enforcement attorneys occurred around the time that the SEC opened investigations into the related companies.

Here are some interesting tidbits from the report:

• Although the report doesn't identify the two targeted Enforcement attorneys, we know that the female has been with the SEC since 1981 (and was referred to as a "stock guru" by the others, page 34) and the male is in Enforcement's Chief Counsel office.
• These two targets - plus the other enforcement lawyer - had a "standing lunch" for Monday where they often discussed stocks and which often lasted 90 minutes (the name of the restaurant was redacted on page 30).
• The two targets frequently emailed about stocks - an average of one per day - and even had folders in their Outlook entitled "Stocks" to archive their emails. Yet, they denied under oath that they used their SEC email accounts to discuss the market and denied knowing the SEC's policy of limiting personal emails to de minimis use (page 33).
• The colleagues of the targeted attorneys said they thought them to have integrity and character and would be very surprised if either used information for personal purposes and that they were careful, experienced attorneys (page 29).

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From Broc Romanek: In the wake of these insider trading allegations, I've had numerous friends and family members contact me to wonder:

• Whether I knew the two people involved? (No, their identities have not been revealed.)
• What type of safeguards exist at the SEC against such conduct? (Not much, as detailed in the IG's report.)
• How could this happen? (Even with a much sounder compliance program, anything can happen in this world. But note these two haven't even been charged with insider trading misconduct.)
• Is this type of conduct rampant at the SEC? (I highly doubt it. I've worked at the SEC twice - and still network with many of them - and I've never had a single conversation with anyone about whether to trade a stock.)
• What took SEC's Ethics Office so long to refer the matter to the IG? (It's one of the things that the SEC needs to fix. Since the female attorney was day trading - 247 trades in a two-year period - and properly filing her pre-clearance paperwork with the SEC's Ethics Office for most of those trades, it should have raised a red flag earlier. I seem to recall a six-month holding period for trades during tours of duty at the SEC - is my memory faulty?)
• Did I know that Enforcement's Office of Chief Counsel had "bagel" meetings every Friday? (No. But I do now due to page 26.)

Here is my ten cents:

• Bad Stuff Happens  - Putting aside the reality that these two have not even been charged with anything, I point out that if the allegations were true that wouldn't really mean much in "normal" times because I can pretty safely say that this is an isolated occurrence based on my own personal experience. Trust me, there is no rampant insider trading at the SEC. Those that work there know how simple it is to track it. Nearly all communications these days are digital and easily uncovered - and if someone starts hitting home runs in the markets without a track record of doing so = big red flag.
  
  As those that watch a lot of TV know, just because a cop turns "bad" doesn't mean the entire department is bad. But these are not normal times and the SEC is under heavy fire, so some serious damage control is required and fast. The SEC's compliance procedures clearly need an overhaul, just like a number of processes at the SEC.
• How Did This Information Get Public? - It looks like Senator Grassley forced it out into the open. As noted in this response from the SEC's Inspector General to Senator Grassley, due to the nonpublic nature of the report, the IG had to go through a process that delayed releasing the report for five weeks.
  
  The IG asked that the report be kept confidential due to the potential harm to the agency. Yet, the Senator choose to release the information. At least that seems to be the way this has happened, since the redacted IG report is not available from the SEC's IG page.
• Should This Information Have Been Made Public? - Not until something can be proven. As stated in this letter from Senator Grassley to Chair Schapiro, the Senator himself says that "it's hard to imagine a more serious violation of the public trust that for the agency responsible for protecting investors to allow its employees to profit from non-public information about its enforcement activities."
  
  If the Senator recognized the damage that releasing this information could cause to the markets, why did he force this information into the public domain prematurely? There hasn't even been charges of misconduct yet. At most what we have is that some Staffers lied under oath, took lunches that lasted too long; spent some of their working hours on personal business and violated some of the SEC's policies regarding trading in the markets (egs. not reporting all trades). It's pretty clear that the approval process was not used properly, but the more serious suspicions aren't obvious here.
  
  I imagine that the SEC Chair would have acted on the IG's recommendations to strengthen the SEC's compliance procedures without this dirty laundry being aired. But those that follow the SEC know that Grassley has had an axe to grind against the SEC, going back to him pressing the Pequot Capital Management case.

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Some interesting news comes courtesy of Target, whose annual meeting is being held today. This will be no "regular" annual meeting as William Ackman, whose Pershing Square Capital Management owns a 7.8% stake, is seeking a seat for himself and four other nominees on Target's board (as noted in this article) as well is seeking the company to use a "universal ballot" (as noted in The Corporate Library blog).

Although it's become fairly common for dissidents in the throes of a proxy fight to leverage the Web (see this list of examples I have collected), it's still fairly rare for companies to do the same. That's why it's worth noting Target's annual meeting page to point out how they "get it" when it comes to campaigning online in their defense.

A number of the items posted on the company's annual meeting home page were recommended in my article from the Spring '08 issue InvestorRelationships.com entitled "The Coming Online IR Campaigns: The Future of Director Elections" (which is still available for free). To begin with, Target bothered to create an annual meeting home page. That's a critical first step. They highlight endorsements from proxy advisors. They even post a white paper making their argument why they think one proxy advisor's report is flawed (as noted in this article).

Have a good look. I predict these types of shareholder meeting sites will become more of the norm for IR departments/corporate secretaries when we live in a proxy access world without broker non-votes (ie. next year). . .

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Now the bad news. Remember the hubbub a few years back over Home Depot's annual shareholder meeting and the then-CEO Bob Nardelli not allowing questions? Well, it looks like that publicity nightmare was forgotton by Telephone and Data Systems.

Here is what Gary Lutin reports in his "Shareholder Forum":

• At the recent annual meeting of TDS shareholders did not provide the expected opportunity for shareholders to consider management responses to their questions. In an unusually restrictive process, the chairman limited business to the formal requirements of presenting matters noticed in the company's proxy statement and announcing approval or rejection according to the controlling shareholder's previously reported intentions, followed by a prepared management report of the company's condition. 
  
  The Forum's four questions for directors were presented at the meeting by a representative of Southeastern Asset Management as part of the legally allowed presentation of their shareholder proposal. The chairman, who had received a copy of the Forum's questions on May 15, stated that "given other commitments I've had, I'm not in a position to speak to the questions the Shareholder Forum raised," and further that "I also don't believe it's the time or place for a director or the chairman to answer those questions." He did, however, assure a future response.
  
  The chairman subsequently declined to hear other shareholder questions, saying that they could be addressed after the formal part of the meeting. The webcast ended at the conclusion of the formal agenda, though, and it was reported by attendees that shareholders were then simply told that any questions should be sent to the company's corporate relations officer.

In his report on the meeting, Gary links to the audio archive of the meeting and provides specifics about when the TDS chair blows off the shareholders.
Chilling. . .

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In late May, CalSTRS revealed that it has become the first institutional investor that will regularly announce its voting decisions regarding upcoming annual shareholder meetings on Broadridge's ProxyEdge, a platform used by nearly all brokers. This is a big deal since it's a step towards a fully integrated proxy voting system.

Imagine going to vote - and having access to endorsements, etc. at your fingertips just when you're about to push the button. Useful - and much more influential than the annual meeting campaign sites since this information will be available right at the crucial moment of voting. . .

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Recently, the SEIU Master Trust - the pension funds managed on behalf of the SEIU - sent letters to the boards at 29 major financial services companies, demanding that they investigate more than $5 billion in compensation to their NEOs that may have been tied to derivatives and other instruments that are now worthless. The SEIU argues that if the payments - including cash and equity - are shown to be based on false economic metrics, they may be subject to clawbacks. They further demand that the boards overhaul their executive compensation practices so that the NEOs don't reap bonuses and other incentivized pay regardless of corporate performance. A list of the 29 companies is at the bottom of this press release.

In this CompensationStandards.com podcast, Mike Barry of Grant & Eisenhofer and Stephen Abrecht of the SEIU explain this movement to seek clawback of excessive pay, including:

• How did the SEIU choose the targeted 29 companies?
• What legal theories are being used to seek recovery of excessive pay?
• What did the letters request? Do they seek responses from the boards of the companies?

Recently, the Council of Institutional Investors revised its governance policies regarding clawbacks to make it broader, asking companies to recapture compensation in circumstances beyond fraud. That's all well and good, but it's just as important for boards to adopt clawbacks with "teeth" (we outlined exactly how to do this in our Winter '08 issue of Compensation Standards).

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One of those things we've been meaning to blog about - and no one else was blogging about until Mark Borges covered it in his blog recently. In May, Ed Durkin and the United Brotherhood of Carpenters Pension Fund submitted a new shareholder proposal to 20 companies seeking a triennial vote on pay rather than an annual one. The rationale is that this would help shareholders by reducing the number of companies they would have to analyze each year - and would help companies as they wouldn't have to face an annual battle over their pay practices.

As Mark notes, the triennial executive pay (known as "TEP") proposal would require:

• In addition to an overall vote on named executive officer compensation, separate votes on a company's (i) annual incentive plan, (ii) long-term incentive plan, and (iii) post-employment benefits (including retirement, severance, and change-in-control payments); and
• A "forum" between the compensation committee and shareholders on at least a triennial basis to discuss senior executive compensation policies and practices.

In talking to company representatives, they obviously find a vote every three years (with a forum in between periods) more palatable than an annual vote (eg. Intel recently launched a stockholder forum leading up to the mid-May annual shareholders meeting).

We agree with Mark that this idea's weakness is how to deal with corporate implosions between the triennial votes. Our solution would be a safety valve where shareholders could gather and trigger a vote, much like the idea of triggering proxy access. In other words, if a group of shareholders got together that met a ownership threshold and filed some type of certification with the SEC that states they seek a say-on-pay vote (with the filing made by a particular deadline), the company would be forced to put say-on-pay on the ballot for the upcoming meeting.

But note that we're still dubious whether say-on-pay is really meaningful anyways. We would rather rely on votes "against" compensation committee members as the signal to the board that shareholders are unhappy over pay practices. In a say-on-pay world, we worry that board will routinely get their pay packages blessed (see this recent WSJ article) and that excessive pay practices won't change.

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As noted in this CFO.com article, FASB Chair Bob Herz noted in a recent Financial Crisis Advisory Group meeting, consisting of accounting regulators from around the world, how hard it would be to push the convergence of global accounting standards in the US, mainly due to politics in the wake of the financial crisis. Herz' statement that it make take 10-15 years to pull it off surprised the room since the so-called Norwalk Agreement, a memorandum of understanding between the FASB and IASB, calls for the completion of all "major joint projects" by 2011.

And who knows, that might be conservative when you read this other CFO.com article in which it notes that CFOs are urging the SEC to drop a proposal mandating US companies to adopt IFRS. Here are the comments made on the SEC's IFRS proposal; the extended deadline ended in late April.

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On a complimentary basis, TheCorporateCounsel.net recently posted the Spring Issue of the Compensation StandardsNewsletter. The lead article is entitled "Compensation Arrangements in a Down Market: Insights into Latest Practices."

Please note that we also have posted all the archives of this publication for CompensationStandards.com members to access.

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As a "thank you" to members of TheCorporateCounsel.net – and due to the importance of the analysis included in it - we have decided to share a complimentary copy of the March-April issue of The Corporate Executive with you. This issue includes pieces on:

• Grant Guidelines and Declining Stock Prices
• Excessive Windfalls in Compensation Once Stock Prices Recover
• Two Fundamental—and Very Relevant—Considerations for High Level Executives
• Executives Surrendering Underwater "Mega" Grants
• Important, Timely Guidance on the Accounting Treatment of Acceleration of Vesting—Including Ramifications for Underwater Options
• Important, Timely Suggestions from a Respected CEO

In addition, you should read this supplement as it contains our recommended key fixes to the SEC's executive compensation rules.

Act Now: To continue receiving the practical guidance imparted in The Corporate Executive, try a "Half-Price for Rest of '09" no-risk trial now.

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This May-June issue of the Deal Lawyers print newsletter is out and includes articles on:

• Reversing Course: Delaware's Supreme Court Provides Comfort to Directors Regarding Revlon Process and Bad Faith
• Going In-House: Stewart Landefeld On His Time at Washington Mutual
• The Shareholder Activist Corner: Mario Gabelli's GAMCO
• Are We There Yet? Issuer Debt Tender Offers and Offering Period Requirements
• Private Equity in 2009: "Back to Basics" Practice Tips

If you're not yet a subscriber, try a "Half-Price for Rest of '09" no-risk trial to get a non-blurred version of this issue for free.

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If you haven't signed up to get TheCorporateCounsel.net's new "Proxy Season Blog" pushed out to you, here are a few of the items you've missed in May:

• Swine Flu: Time to Have Electronic Shareholder Meetings?
• Survey Results: Number of Section 16 Officers
• Latest Trends: CEO-Chair Separation
• Barclay's 2009 Annual Report Survey
• Dissecting the Citigroup Annual Meeting
• Our Ten Cents: NACD's "New" Key Agreed Principles
• Broadridge's Latest Implementation of Householding
• Proxy Season Update
• Facing an Unpredictable World: How to Change Earnings Guidance Practices

Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog (just like you can accomplish that functionality for this blog).

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At the SEC, Bill Schulz, Director of Legislative and Intergovernmental Affairs, plans to leave the SEC to enter the private sector. According to this Bloomberg article, a General Electric lobbyist quit his job thinking he would replace Bill – but then backed out perhaps due to new rules that limit lobbying after government service.

At the PCAOB, Mary Sjoquist has been named Director of the Office of Communications.

At TheCorporateCounsel.net, we're very excited to have Barbara Nepf join our staff! Most recently, Barbara worked for DLA Piper as a Knowledgement Management lawyer, specializing in all those areas that you find on this site. Barbara will be working part-time from the NYC area.

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• CompensationStandards.com's webcast – "The Latest Compensation Disclosures: A Proxy Season Post-Mortem" (6/10)
• TheCorporateCounsel.net's webcast – "How to Plan for CEO (and Other Senior Manager) Succession" (6/17)
• DealLawyers.com's webcast - "Alternative Billing Arrangements for Deals: Little Less Talk and Lot More Action?" (6/24)
• TheCorporateCounsel.net's webcast – "Nasdaq Speaks '09: Latest Developments and Interpretations" (7/9)
• TheCorporateCounsel.net's webcast – "How to Prepare for a Proxy Access World" (9/17)
• CompensationStandards.com's webcast – "New Treasury Regulations and the American Recovery Act: Executive Compensation Restrictions" (postponed until new regs are out)
• Society of Corporate Secretaries & Governance Professionals' "National Conference" (6/24-28) in San Diego
• SEC Institute's "24th Midyear SEC Reporting Forum" - San Francisco (6/15-16); NYC (6/22-23)
• American Bar Association's "Annual Meeting" – Chicago (7/30-8/4)

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• Held the webcast – "Looking Out for #1: How to Manage Your Career" (5/ 20) for TheCorporateCounsel.net members
• Held the webcast – "Tripping the PPIP - and TALF – Fantastic" (4/30) for TheCorporateCounsel.net members
• Held the webcast – "Deal Protection: The Latest Developments in an Economic Tsunami" (5/12) for DealLawyers.com members
• Interviewed a number of experts for Inside Track on TheCorporateCounsel.net, including:

1. Steve Bigler on Mechanics of Broker Discretionary Votes
2. Steve Henning on Mark-to-Market Accounting
3. Michael Barry and Stephen Abrecht on Clawbacks of Excessive Pay

• Posted a new survey on Audit Committee Oversight and Subsidiaries
• Posted Sen. Schumer's "Shareholder Bill of Rights"
• Posted tons of new Law Firm Client memos and other publications

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Please let us know what you like - and don't like - so we can tailor TheCorporateCounsel.net to be more of a hands-on resource for you and your colleagues.

Because we view TheCorporateCounsel.net as a "community" site, let us know if you would like to contribute content to our site. E-mail comments, suggestions and other input to broc.romanek@thecorporatecounsel.net.


(c) 2009 Executive Press.

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