Gibson Dunn gives year-end advice for in-house lawyers

December 26, 2012 Corporate Counsel interviewed Gibson Dunn partner Amy Goodman about the firm’s “Key Year-End Considerations for Public Companies” alert, and offers a few key pieces of advice for in-house lawyers on the subject of securities and governance. 



1. Assess whether the work of compensation consultants creates conflicts of interest.
2. Determine whether the company is subject to the SEC’s conflict minerals rules and, if so, begin steps to comply with these rules.
3. Determine whether the company will rely on the new “end-user exception” for swaps and, if so, obtain appropriate board-level approval.
4. Prepare for the Public Company Accounting Oversight Board’s new standard on auditor-audit committee communications.
5. Be aware of the continued shareholder focus on hedging, pledging, and clawback policies, and consider whether to adopt or update policies in light of this focus.
6. Be mindful of the continued focus on disclosure about cyber-risks.
7. Consider using a new approach to the process of evaluating the board of directors.
8. Carefully consider and provide support for any changes to director compensation.
9. Evaluate the need for disclosures about company activities involving Iran.
10. Assess the impact of voting policy updates from the major proxy advisory firms.

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