TheCorporateCounsel.net

One of my favorite topics to blog about is the art of writing disclaimers. Remember these examples. The Contango Oil & Gas Company seems to inject humor into their forward-looking disclosure disclaimers quite often. Here is one from their latest investor presentation:

Lawyer Stuff
The future is unknowable. We have good intentions but all of our projections and estimates will be wrong, and could be materially wrong. Wildcat exploration is expensive, speculative and potentially dangerous. An offshore spill or explosion would be enormously expensive. We have insurance but it may not be enough. You could lose your entire investment. Don’t be lazy – read our 10-Q’s, 10-K’s and press releases, and if you lose money – please no tears.

“Don’t forget about risk-free T-bills in your portfolio…After inflation and taxes you’ll likely only lose 5-10% of your investment.”

And here is one from an investor presentation last year:

…. And More Lawyer Stuff
“There are three reasons why lawyers are replacing rats as laboratory research animals. One is that they’re plentiful, another is that lab assistants don’t get attached to them, and the third is that there are some things rats just won’t do”
-Unknown

Our “Best Practice” Disclosure for Say-on-Pay in 2012

We recently mailed the January-February Issue of The Corporate Executive and it includes pieces on:

– Our “Best Practice” Disclosure for Say-on-Pay in 2012
– Model CD&A Disclosure for a Company Receiving Strong Say-on-Pay Support
– Model CD&A Disclosure for a Company that Received Weak Say-on-Pay Support, or Failed to Achieve Majority Support
– When Is a Tax Cut Not a Tax Cut?
– Follow-Up: Modifying Awards in Response to Say-on-Pay
– Trap for the Unwary: Retirement Provisions in Performance Awards
– Cost-Basis Reporting Update

Act Now: If you are not yet a subscriber, get this issue rushed to you when you try a 2012 No-Risk Trial today.

Insider Trading Compliance Training

In this podcast, Bruce Brumberg of “Think Twice Training Videos” provides some insight into how companies can conduct insider trading compliance training, including:

– What is your training module like?
– How do companies use your insider trading training?
– Do companies supplement the use of your video with other training?
– How – and why – did you start producing these?
– How did the SEC get involved?
– The original “Twice Twice” video just had its 20 year anniversary. Are you surprised it’s still popular?

– Broc Romanek