Tuesday, March 11, 2008

Corporate boards should beware: Directors can expect more scrutiny over CEO pay from investors, SEC, adviser says


Between tumbling stock prices and election-year politics, this proxy cycle should be open season on corporate boards, institutional shareholder adviser Patrick McGurn warned 425 participants in the Foley & Lardner National Directors Institute.

McGurn's heads-up Thursday came as little surprise to corporate directors attending the seventh annual forum because their boards already have been dealing with heightened scrutiny and heavier regulation since the fallout of Enron Corp. in 2001.

Especially as public companies disclose pay and perks for top managers, directors can expect to feel heat from the Securities and Exchange Commission as well as through lawsuits and shareholder proposals, said Jay Rothman, chairman of Foley & Lardner's national practice in transactions and securities.

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