Corporate & Securities Law

“Net Exercises”: The New Cashless Exercise

By broc

“Net Exercises”: The New Cashless Exercise

In the March-April ’08 issue of The Corporate Executive – that was just mailed – there is extensive analysis of why every company should now be switching from cashless exercises to “net exercises.” This important issue provides guidance – and explains all the benefits of implementing “net exercises” now.

Every detail of what you will need to implement “net exercises” is addressed, including how to review outstanding plans and agreements and (where necessary) how to modify them to permit net exercises. Every in-house and outside lawyer (and stock plan administrator, CFO, etc.) needs this March-April issue to be on top of the details necessary to understand and implement this important new development.

Here is a blurred version of the issue to give you a sense of the substance if you aren't a subscriber. Try a no-risk trial to get the March-April issue rushed to you today.

Lesson Learned: Avoid California

One of our in-house members recently listened to Keith Bishop's podcast on "E-Proxy and California Law" from a while back and came up with this takeaway: If possible, non-California companies should avoid holding any board meetings in California since Cal. Corp. Code Sections 1600 and 1602 expressly extend shareholder and director inspection rights to foreign corporations that "customarily" hold board meetings there.

Even assuming the e-proxy stuff gets worked out in California (which it sounds like it will per this blog; it's not a "done" deal yet as first hearing on the "urgency" bill isn't until next week), if holding board meetings in California provides any sort of a "hook" for California law to apply to non-California companies, you might consider avoiding holding board meetings there in the first place...

Where Art Thou "Billy Broc" and "Dave the Animal"?

After a six-month hiatus, "Billy Broc" and "Dave the Animal" are back by popular demand in this video: "Dave's Going Through Some Changes." Too early for Academy Award consideration?

- Broc Romanek

Full post as published by The Corporate Counsel.net Blog on April 08, 2008 (boomark / email).