Today ISS issued policy updates applicable to the 2013 proxy season, for meetings held on or after February 1, 2012. We'll be distributing a client memo with details, and we understand that ISS plans to host a webcast on these updates on December 6th.  Below are a summary of the key highlights:
Governance.


  • ISS has decided to adopt its proposed policy of recommending against the board for failure to respond to a shareholder proposal that received a majority of votes cast in the prior year, but in response to comments, the policy will not be implemented until 2014 meetings based on the voting outcomes for shareholder proposals that appear on 2013 proxy statements. This policy also has the flexibility to recommend against only individual directors or committees, rather than the entire board, and "will include more guidance on a case-by-case examination of the sufficiency of a company's action in response."   Responses less than full implementation of the proposal will be evaluated based on a consideration of factors that include the level of support for the proposal and shareholder outreach efforts.  FAQs are planned for December that may provide more information.

  • ISS has added that hedging of company stock and significant pledging of company stock by directors and/or executives may constitute failures of risk oversight sufficient to warrant recommending against director elections.

(posted 1 year 48 weeks ago)

3,001 whistleblower tips from all 50 states and 49 countries were provided to the SEC in the 2012 fiscal year, according to its annual report on the whistleblower program. The annual report is required to be issued to Congress by the Office of the Whistleblower under Dodd-Frank. 
The report indicates that the most common complaints related to corporate disclosures and financials (18%), offering fraud (16%) and manipulation (15%). Other types of issues, including insider trading and FCPA, accounted for much smaller categories of reporting. The bulk of the tips inside the U.S. came from California (17.4%) with New York and Florida following at about 10% and 8%, respectively. Internationally, the U.K. produced vastly more tips, trailed by Canada, India, China and Australia in that order. 
143 enforcement judgments and orders issued during 2012 potentially qualify as eligible for whistleblower awards. It appears that so far less than $50,000 has been paid out to whistleblowers, and the report only mentions a single instance that we previously discussed in our memo

(posted 1 year 48 weeks ago)

Are Taxes Dischargeable Through Bankruptcy? Some taxes are dischargeable through bankruptcy, but some are not eligible for discharge due to the year the taxes are due and the timeliness of filing the taxes.  If income taxes are more than three years old, they usually can be discharged.  The three year time period is based on the due date of the taxes, which generally is April 15th unless the debtor has been granted an extension.  If the taxes would be due within three years of the filing of the bankruptcy, the taxes would not be eligible for discharge.  It is not based on the end of the tax year but the due date for filing the tax return.  Therefore, if it is November, 2012, tax years 2008 and earlier would be discharged, but 2009, 2010, and 2011 would not because their due dates would be April 15th, 2010, 2011, and 2012, which is within the three year time period before the filing of the bankruptcy. 

A & L, Licker Law Firm, LLC
(posted 1 year 48 weeks ago)

Can Debtors be Arrested for Not Paying Their Debts? 

A & L, Licker Law Firm, LLC
(posted 1 year 48 weeks ago)

In part one we learned a about pay day loans. In part 2 we will learn about car title loans and how bankruptcy is a solution for both.
Pay Day LoansCar Title Terror
Car title loans are still legal in a handful of states, including Arizona. With few alternatives, is a car title loan a safe place to turn for instant cash?

If you have owned a car for a while, you may finally have some equity in it after all those years of faithfully making payments. Then you run into a tough spot financially and you need some cash quick. Why not tap into that equity you so diligently worked to create?

Arizona Bankruptcy Help
(posted 1 year 48 weeks ago)

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Two new court opinions were recently handed down by the 5th and 10th Circuit Court of Appeals on the issue of whether Social Security income is considered “projected disposable income” under the Bankruptcy Code.  Projected disposable income is income that must be paid over to creditors during a 3 to 5 year Chapter 13 payment plan.
In the Matter of Benjamin Ragos, the 5th Circuit Court of Appeals upheld the ruling of a Louisiana bankruptcy court which ruled that, pursuant to Section 407 of the Social Security Act, income from Social Security is not projected disposable income in calculating the chapter 13 payment.  The court rejected the Chapter 13 Trustee’s argument that such income should be included and further rejected the Trustee’s argument that the failure to include such income constituted bad faith thus preventing confirmation of the debtor’s payment plan. 

We cannot square Trustee's argument with the apparent intent of Congress. If Congress excluded social security income from current monthly income and disposable income, it makes little sense to circumvent that prohibition by allowing social security income to be included in projected disposable income.”

(posted 1 year 48 weeks ago)

Earlier this year we wrote about the Argentine government’s nationalization of Repsol’s shares in YPF, warning investors in Argentina of the uncertainty of future nationalization activity in Argentina. (click here for our YPF blog entry) Holders of Argentine sovereign debt are quite familiar with the risks of investing in Argentina. However, recently the tide turned a bit in favor of those creditors. While it wasn’t the shot heard round the world, it was a shot across the bow of Argentina (or at least one of their naval ships) when The United States Court of Appeals for the Second Circuit held that Argentina had violated the “equal treatment” provision of one of their debt agreements. Affirming the District Court’s decision and injunction, the Second Circuit agreed with the Plaintiff-bondholders that Argentina had breached its promise to pay them back the debt on an equal and pari passu basis as all other debt. Earlier this week, the Republic of Argentina petitioned for a rehearing by the Second Circuit panel and a hearing by the full Second Circuit Court of Appeals (the “Petition for Rehearing”). 

Basis Points
(posted 1 year 48 weeks ago)

Actor Gary Dourdan, 45, filed for Chapter 11 bankruptcy in late August of this year after apparently dealing with mounting debt problems. He is most known for being a part of the hit Emmy Award-winning series “CSI: Crime Scene Investigation.”  It is estimated that he owes over a million to several creditors which include a [...]

AllmandLaw
(posted 1 year 48 weeks ago)