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The CSX Opinion is In!

By dave

The CSX Opinion is In!

From the DealLawyers.com blog: On Wednesday, in CSX Corp. v. The Children's Investment Fund Management, Judge Lewis Kaplan of US District Court (SDNY) delivered his anxiously awaited opinion finding that the two plaintiff activist funds violated the securities laws by not disclosing their positions and intentions many months before they did.

However, Judge Kaplan also ruled that there was nothing effective that he could do and he didn't bar the funds from voting their shares at CSX's upcoming annual meeting. And in his fine analysis, Professor Steven Davidoff notes that it is unlikely the SEC will pursue an enforcement action given the letter submitted to the court from Corp Fin. Here is a NY Times article - and here is a WSJ article.

Here is an additional tidbit - the NY Times' Andrew Ross Sorkin wrote his column Tuesday about how CSX is a case study in how not to respond to a proxy fight...

COSO Releases Exposure Draft on Internal Control Monitoring

Just in case you haven't received enough internal control guidance, last week the Committee of Sponsoring Organizations of the Treadway Commission announced the release its exposure draft: Guidance on Monitoring Internal Control Systems. The purpose of this new guidance is to more fully develop the monitoring component of the guidance in COSO’s Internal Control - Integrated Framework.

COSO initiated this project “based on observations that many organizations were not fully utilizing the monitoring component of internal control” - which became much more noticeable as requirements for internal control assessments were implemented around the world. COSO had issued a discussion paper on the ongoing monitoring of internal controls in September 2007, and feedback on that paper was used to develop the concepts in this exposure draft.

The guidance is built around the concept that monitoring involves the key elements of:

- establishing a foundation for monitoring;
- designing and executing monitoring procedures that are prioritized based on risk; and
- assessing and reporting the results, including following up on corrective action where necessary.

The comment period for the exposure draft ends on August 15, 2008.

May-June Issue of The Corporate Executive

We have just mailed the May-June issue of The Corporate Executive, which includes a bunch of follow-up pieces regarding net exercises and analysis of the SEC Staff's ongoing commenting on executive compensation disclosures. Specifically, the issue includes articles on:

- Your Questions on Net Exercises Answered
- Follow-Up on Net Exercises: Voluntary or Mandatory?
- Cash Flow Issues from Net Exercises
- Technical Questions Related to Exercise Transactions
- ISOs and Net Exercises
- Modifying Stock Options After Termination
- What to Expect from the SEC After the 2008 Proxy Season
- More Comments on the Way: Key Executive Compensation Disclosure Issues

Take advantage of a "Half Price for Rest of '08" no-risk trial to have this issue sent to you immediately.

- Dave Lynn

Full post as published by The Corporate Counsel.net Blog on June 13, 2008 (boomark / email).