Corporate Accountability Report Index-Summary

EARNINGS RECOGNITION

ELECTION OF DIRECTORS

EMERGENCY ECONOMIC STABILIZATION ACT

– Executive compensation limits, chart comparing with other programs, 221
– Fair value played no meaningful role in credit freeze, but SEC study recommends improvements, 54; Chamber of Commerce supports SEC recommendations, 241; lawmakers' letter to Schapiro urges action on study, 361
– Troubled Asset Relief Program

See TROUBLED ASSET RELIEF PROGRAM (TARP)

ENERGY

– AstroPower Inc., former executives agree to fines, bar for revenue recognition fraud (D.D.C.), 321
– Clean energy

See LEGISLATION, FEDERAL, HR 2454

– Climate change

See CLIMATE CHANGE

– Deep Marine Holdings, director independence conceded by presuit demand, plaintiffs precluded from arguing futility (Del. Ch.), 607
– Director elections at NRG Energy, expedited proceedings request denied when court finds debt acceleration threat not serious (Del. Ch.), 502
– Disclosure and reserve calculation requirements for oil and gas, proposed FASB amendments open for comment, 983
– Energytec, former CEO fails to dismiss claims of misrepresentations and omissions in investment scheme (N.D. Tex.), 926
– Enron

See ENRON

– Environmental issues report, Chevron may not omit from proxy (SEC No-Action Letter), 470
– FX Energy, pleadings fail to show misrepresentations or scienter (D. Utah), 893
– Geotec Inc., false statements in SEC filings, charges brought (S.D. Fla.), 894
– Halliburton agrees to pay $559M to settle FCPA case against oil and gas subsidiary KBR Inc., 177; settlement approved (S.D. Tex.), 238
– Newpark Resources, sham transactions to avoid debt and resulting loss, SEC files suit (E.D. La.), 925
– Oil and gas

– – Disclosure expansion, FASB exposure draft, comments sought, 1135
– – Reserves reporting, SEC rulemaking on, 5

– Statute of limitations period for SOX starts at notice of firing by Energy East (DOL ARB), 106
– Westar Energy, third trial on conspiracy allowed against former executives, charges broader than acquitted wire fraud (10th Cir.), 1033
– Williams Companies spin-off of WCG, expert's testimony on loss causation fails because price not clearly attributed to fraud (10th Cir.), 259
– Work product, Williams Co. confidentiality agreement with government limits former employee's access (D.C. Cir.), 541

ENRON

– Banks' failure to disclose fraud, claims dismissed for lack of duty (S.D. Tex.), 356
– Conviction of CEO Skilling affirmed on “honest-services” fraud charges (U.S., rev grant), 1234
– Criminal prosecutions, CEO's sentencing enhancement remanded, retirement plans not “financial institutions” (5th Cir.), 40
– Double jeopardy, conviction reversed for failure of honest services theory, retrial allowed (5th Cir.), 791
– Future earnings improperly booked to meet projections, former Enron Broadband Services CEO pleads guilty (S.D. Tex.), 707
– JP Morgan Chase, complicity with Enron, failure to plead scienter (2d Cir.), 139
– Promotion of Enron Broadband while still in development stage, former executive sentenced (S.D. Tex.), 1208
– Retrial of former official after partial acquittal and hung jury, double jeopardy and collateral estoppel issues raised (U.S., oral arg), 416; hung counts should not be considered in double jeopardy analysis (dec), 789; claims against co-defendant must be considered in light of ruling (vac and rem), 826
– Revenue inflation, attorneys settle charges (S.D. Tex.), 142

ENVIRONMENT

– Clean energy

See LEGISLATION, FEDERAL, HR 2454

– Climate change

See CLIMATE CHANGE

– Report on environmental issues, Chevron may not omit from proxy (SEC No-Action Letter), 470

ERISA FIDUCIARY DUTY

– Bear Stearns, breach of fiduciary duty cases consolidated into 3 cases (S.D.N.Y.), 72
– Merrill Lynch, subprime mortgage-backed assets, class action settlement reached (S.D.N.Y.), 103; court gives preliminary approval, 438
– NovaStar Financial, mortgage practices causing artificial stock price inflation, class certified (W.D. Mo.), 438
– Shareholder activism may incur costs, decrease value, says Chamber, 697
– Stietel Labs. did not disclose pending merger in stock buy-back plan (S.D. Fla.), 892
– “Stock drop”

– – Citigroup plan required inclusion of company stock, could not withdraw after subprime crisis losses (S.D.N.Y.), 1099
– – Countrywide breached duty by offering its stock in retirement plan during mortgage crisis, settlement reached (C.D. Cal.), 1005
– – Ford's imminent collapse not required, duty of prudence not excused by plan requirements, dismissal denied (E.D. Mich.), 51
– – Huntington Bancshares continued offering of company stock in 401(k) did not breach duty (S.D. Ohio), 236
– – Tellabs, duty not breached in retaining company stock while price fell (N.D. Ill.), 739

– Tyco Intl. settles looting and accounting fraud claims (D.N.H.), 1005; settlement gets preliminary approval, 1098
– UnitedHealth Group, breach in offering stock as investment option while backdating occurred, settlement approved (D. Minn.), 1060

ESTOPPEL

See COLLATERAL ESTOPPEL

EUROPEAN UNION (EU)

– Executive compensation, changes that link pay to performance proposed, 577
– Fair value accounting, EU pressures IASB for changes, 77; pushes adoption of FASB mark-to-market rule changes, 449; IASB rejects EU demand to amend IFRS to align with FASB, EU threatens to withdraw from process, 552
– Funding for standards groups approved, 617
– IAS 39, EC threat to carve out sections shows need for global rules, 268
– Securitized products, executive compensation rules proposed by EC, 922

EVIDENCE

– Brady disclosure obligations met when huge open file included “hot documents” databases (5th Cir.), 40

EXECUTIVE COMPENSATION

– Audits, Deloitte Tax LLP offers tips, 71
– Bonuses

– – Disguised dividends to be shared, not bonuses, minority shareholders claim should have been brought as derivative action (La. Ct. App.), 236
– – Nondeductible dividend, Tax Court finding reversed (7th Cir.), 346
– – SOX Section 304 claim fails without financial restatement (E.D. Mo.), 44
– – U.K. issues new voluntary code on bonuses, 1029
– – Waste Management, former CFO bonuses should be recalculated and disgorged after restatement (7th Cir.), 283
– – Year-end payment based on profits is really dividend and cannot be withheld (Wis. Ct. App.), 706

– CalSTRS publishes guidelines on good practices, advisory votes, 565
– Committees

– – Independence, say-on-pay, disclosure in discussion draft of bill by Frank (D-Mass), 911
– – Investor Protection Act would ensure independence, disclosures, 910

– Communication with investors, other principles will restore confidence, says Conference Board Task Force, 1156
– Congressional oversight urged at House hearing, 766
– Corporate aircraft, personal use rose in 2008, 729
– Deductions

See LEGISLATION, FEDERAL, S 1007

– Derivative litigation

– – Cases increasing, best practices for responding to demand letters given, Analysis and Perspective, 1238
– – Citigroup, waste claim for $68M golden parachute survives, fiduciary breach claim failed to show presuit demand futility (Del. Ch.), 291

– Disclosure

See DISCLOSURE

– European Union, changes that link pay to performance proposed, 577
– Failure to report stock compensation, former GlobeTel Communications Inc. CFO pleads guilty (S.D. Fla.), 163
– Financial crisis, Goldman Sachs CEO discusses role of fair value, executive compensation, regulation, 446
– Governance issues, individual accountability key to reform, clawbacks, 694
– “Gross-ups” to cover tax on perks, interim final Treasury rule prohibits, 767
– Independent consultants, role changing as pay plans restructured, Special Report, 333
– Legislation, Shareholder Empowerment Act introduced by Peters (D-Mich), would expand rights in compensation, nominations, risk, 765
– Limits, chart by program, 221
– Mergers and acquisitions, change-in-control benefits, more companies are eliminating or reducing, survey says, 1178
– Negotiation of agreements, regulations and political climate effect, Analysis and Perspective, 1165
– Outside director pay increases, CFO pay decreases, 565
– PayWatch website on worst practices, AFL-CIO updates, 465
– Performance metrics

– – Best practices explained, peer comparisons discouraged, Special Report, 364
– – Use key for compensation programs, says Mercer report, 916

– Public-private investment fund, Treasury says restrictions will not apply to passive private investors, 378
– Reform

– – Directors must have clear objectives, best practices outlined, 1254
– – Financial services industry discourages risk, 410
– – Principles-based approach, not prescriptive mandates, should be used, Analysis and Perspective, 984

– Regulatory and legislative action, review of effects, Analysis and Perspective, 1187
– Risk management, report says aligning compensation goals with firm goals important, 1256
– Sarbanes-Oxley

– – Bonus forfeiture provision, no private right of action (9th Cir.), 7
– – Clawback of bonuses, SEC goes after innocent former CEO for bonuses based on fraudulent financial statements (D. Ariz.), 915; case shows need to consider restatement effects and avoid need for them, 1050

– Say-on-pay

– – Governance Leadership Council sends letter urging Frank (D-Mass) to give SEC flexibility, 311
– – N.Y.C. Comptroller calls for more advisory votes, 224
– – Proactivity by boards encouraged, 497
– – Proxy access advocated by CII, 226
– – Reform package proposed by Obama, would give SEC power to impose rights, 764
– – Restrictions proposed by Geithner, investors pleased, business predicts problems, 726
– – Shareholder approval requirement

See LEGISLATION, FEDERAL, HR 3269, S 1006

– – Support growing, says RiskMetrics Scorecard, 1028

– Securitized products, executive compensation rules proposed by EC, 922
– SEIU demands review, overhaul of practices, 500
– Severance, pension holdings examined for 2007, 196
– Shareholder Bill of Rights

See LEGISLATION, FEDERAL, S 1074

– Shareholder proposals

– – Golden coffin limits likely in 2009, 132
– – 2009 likely issues overview, 36

– Stock-based compensation, systems changes would be required if IFRS adopted, 210
– Stock option backdating, UnitedHealth Group settles SEC charges, 13
– Stock options drop, performance shares gain, at top 250 companies, report says, 1229
– Surveys

– – Amount, decrease in total fueled by decline in bonuses, 466
– – Base salaries, bonuses, affected by economy and TARP, 223
– – Base salaries frozen, salary budgets cut for 2009, says Grant Thornton, 308
– – Bonus payments to CEOs decline in 2008, 308
– – Expectations are tempered, says Pearl Meyer, 284
– – Satisfaction with practices common, 164

– Taxation of performance-based pay, IRC sections 162(m) and 409A, public companies must comply by year end, 1257
– Troubled Asset Relief Program

See TROUBLED ASSET RELIEF PROGRAM (TARP)