Eric Hilfers Authors Article On Proxy Rules

An article by Cravath partner Eric W. Hilfers, entitled “Boards Need to Prep Now for New Proxy Rules,” was published in the August 3, 2009, issue of Agenda, a weekly newsletter of the Financial Times that focuses on boards of directors and seeks to provide insights on and analyses of corporate governance issues.

In the article, Eric proposed steps that boards of directors can take now to prepare for the SEC’s upcoming updates to the proxy disclosure rules regarding risk management. He suggested that, at a minimum, directors should ensure that companies begin the process of identifying and collecting data on all their compensation programs. Eric also suggested that the company’s compensation professionals should reacquaint themselves with the firm’s business plan, financial statements and risk disclosures. Finally, and most difficult, he suggested that companies should begin trying to identify and address unreasonable incentive compensation structures.