Court Holds Compensation Committee Had No Duty to Alter Compensation After Failed Say-On-Pay Vote

by Leonard, Street and Deinard – Dodd-Frank and the Jobs Act on 10/9/2012

[author: Steve Quinlivan]
In 2011, 52% of Dex One Corporation’s shareholders voted against Dex One’s 2010 executive compensation as disclosed in its proxy statement. Plaintiff Brad Haberland subsequently commenced a derivative action claiming, among other things, that Dex One’s directors breached their fiduciary duties when the directors failed to alter or amend the compensation plan after the failed say-on-pay advisory vote.
The United States District Court, E.D. North Carolina, Western Division dismissed the claim. In so doing, the court referred to the plain language of the Dodd-Frank Act which states “The shareholder vote referred to in subsection[] (a),” however, “shall not be binding on the [corporation] or the board of directors of [the corporation], and may not be construed. . . as overruling a decision by such [corporation] or board of directors [,]. . . to create or imply any change to the fiduciary duties of such [corporation] or board of directors[,] . . . [or] to create or imply any additional fiduciary duties for such [corporation] or board of directors. . . .”
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Facebook Fought SEC to Keep Mobile Risks Hidden Before IPO Crash

Facebook Fought SEC to Keep Mobile Risks Hidden Before IPO Crash
When Facebook Inc. (FB) filed its proposal Feb. 1 to go public, it touted the effectiveness of ads linked to customers’ friends, citing research from Nielsen, the audience-counting company.
Barbara Jacobs, an assistant director for corporation finance at the U.S. Securities and Exchange Commission, was skeptical, as she and her staff vetted the filing to ensure Facebook had disclosed all material information to investors. The claim appeared to be drawn from marketing materials, not a Nielsen study, she wrote to Chief Financial Officer David Ebersman, 42.
She gave him an ultimatum: Produce the study and provide Nielsen’s consent for use of the data — or don’t use it, she wrote to Ebersman on Feb. 28. Facebook dropped the reference after initial resistance.
The incident was part of a two-and-a-half-month volley of messages among SEC officials, Ebersman and Facebook’s law firm Fenwick & West LLP. A dozen letters, published a month after the May 17 IPO on the SEC’s website, depict a management team hesitant to disclose information and still guessing at even rudimentary aspects of its business just weeks before the company held the largest-ever technology initial public offering. Many of the issues raised by the SEC and now unnerving investors were foreshadowed in the then-private correspondence between the SEC and Facebook.
“They were given the benefit of the doubt when they went public that they were ready for prime time,” said Michael Pachter, a managing director at Wedbush Securities Inc. “They still haven’t proved that they are.”

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http://www.bloomberg.com/news/2012-10-10/facebook-fought-sec-to-keep-mobile-risks-hidden-before-ipo-crash.html

Apple Maps lets users see all of Taiwan's secret military installations

Apple never got the Memo this was off limits.

Apple Maps lets users see all of Taiwan’s secret military installations

The Taiwanese government/military, like many others around the world, requests that satellite imagery providers, such as Google Maps, blur out certain sensitive military installations. Unfortunately, Apple apparently didn’t get that memo.

The defence ministry reacted after the Liberty Times newspaper printed a satellite picture, downloaded with an iPhone 5, showing a top-secret long-range radar base in the northern county of Hsinchu. “Regarding images taken by commercial satellites, legally we can do nothing about it,” the ministry’s spokesman David Lo told reporters. “But we’ll ask Apple to lower the resolution of satellite images of some confidential military establishments the way we’ve asked Google in the past,” he said, referring to the Google Earth programme.

According to reports the Taiwanese defence ministry hasn’t filed a formal request with Apple yet but thought it would be a great idea to splash this across the media and bring everyone’s attention to the story. Obviously it would terribly embarrassing if some unscrupulous person read the story and then found various uncensored military installations around Taiwan and posted photos of them.<snip>
http://shanghaiist.com/2012/10/09/apple_maps_lets_users_see_all_of_ta.php

MARYLAND STATE ARTS COUNCIL AWARDS $50,000 IN GRANTS TO SUPPORT LIVING TRADITIONS IN MARYLAND BALTIMORE, MD

MARYLAND STATE ARTS COUNCIL AWARDS $50,000 IN GRANTS TO SUPPORT LIVING TRADITIONS IN MARYLANDBALTIMORE, MD (October 9, 2012)

Maryland Traditions, the folklife program of theMaryland State Arts Council (MSAC), has awarded $50,000 in grants for FY 2013. In total, $20,000 was appropriated for the Apprenticeship Awards program and $29,000 was appropriated for the Project Grants program.“The Maryland Traditions Apprenticeship and Project Awards play a vital role in preserving Maryland’s traditional art forms,” said MSAC Executive Director Theresa Colvin. “We are pleased to be able to support our individual artists in passing their unique skills on to future generations, as well as provide arts organizations with the funding they need to better serve their communities.”Now in its eleventh year, Maryland Traditions develops statewide infrastructure for folk arts and folklife through the MSAC with funding from the National Endowment for the Arts. The program identifies, documents and celebrates living traditions, communities and practitioners that constitute the state’s folk and traditional arts and folklife; supports the dissemination of information to wider audiences through publication, presentation and other educational activities; and works directly with individuals and cultural institutions in order to sustain living traditions and folk arts. For information contact Maryland Traditions Director, Cliff Murphy, 410-767-6450.Ten Master-Apprentice teams that practice folk arts and traditional occupational skills have been chosen to receive Maryland Traditions Apprenticeship Awards. The apprenticeships began in July 2012 and continue through June 2013. The awards, up to $2,000 per team ($1,800 for the master artist and $200 for the apprentice) will help cover apprenticeship-related expenses to help ensure the continuity of Maryland’s diverse living traditions for future generations.Apprenticeship Award recommendations were made by a jury of regional folklife experts for artists who express and practice traditional folk arts, including traditions in music, dance, boat building, duck decoy carving and metalwork.
2013 Apprenticeship Awardees:
Rehoboth Welsh Church Pastor Richard Baskwill of Baltimore County will teach his grandson Bradley Martin of Harford County the Welsh hymns and folksongs performed by the internationally-known church choir;Leland Hedgecock Smith of Wicomico County, a master clockmaker, will focus on the making of clocks and restoration of antique clock movements with his apprenticeSara Smoker, also of Wicomico County;Prince George’s County resident Sam-Oeun Tes, a recipient of the 1998 National Endowment for the Arts National Heritage Fellowship for her expertise in Cambodian traditional dance, and her apprentice Bonavy Chhim (Prince George’s County) will explore techniques of the Khmer Classical Court Dance;Master boat builder and restorer, Mike Vlahovich of Talbot County, will focus on the restoration of traditional Chesapeake Bay skipjacks with apprentice John Rafter ofWorcester County;Baltimore City’s Rose Duke, a former craftswoman for the Steiff Silver Company, will teach silver engraving to apprentice Wayne Warner of Harford County;Master duck decoy carver Warren Saunders, from Dorchester County, will pass his carving and painting skills onto his apprentice, Roger Webster of Wicomico County;A member since 1948 of the legendary Baltimore City doo-wop group, The Swallows,Edward “Eddie” Rich, will teach rhythm & blues melodic styles, harmony and repertoire to Leroy “Linky” Miller. Both men are from Baltimore City;Anila Kumari from Montgomery County will teach apprentice Mrinalini Pillai, also ofMontgomery County, the techniques of Kuchipudi Classical Indian Dance;Master Manding Kora player, Amadou Kouyate, will work on the repertoire and technique of traditional Malian Kora music with apprentice Jumoke Ajanku. Both Kouyate and Ajanku hail from Baltimore City;Master bladesmith E. Jay Hendrickson of Frederick County will teach advanced bladesmithing, including the making of Damascus Steel, to Shawn Hendrickson, also of Frederick County.In addition to the ten Apprenticeship Awards, nine organizations across Maryland have been selected to receive FY 2013 Maryland Traditions Project Grants. These organizations will receive funding for innovative projects instituted between July 2012 and June 2013 that work to document, preserve and present the state’s rich traditional arts and culture. Grant amounts for the Maryland Traditions Project Grants range from $1,000 to $5,000.2013 Maryland Traditions Project Grant Awardees:The Accokeek Foundation in Prince George’s County has been awarded $3,000 to support the oral history project, “Piscataway Connection to the Land”, which will explore living traditions of the indigenous Piscataway Indian tribes for an upcoming exhibition in Piscataway Park;The Coastal Heritage Alliance in Talbot County has been awarded $5,000 to create a temporary interpretive and educational heritage center on Deal Island dedicated to promoting the traditional skills and knowledge concerning boat-building and restoration of Chesapeake watermen;Harford Community College has been awarded $4,500 to conduct ethnographic fieldwork on the Welsh living traditions of Northern Harford County that will culminate in an exhibit at the Hays-Heigh House, a Welsh choral concert and a one-day festival of Welsh living heritage at the college;Historic St. Mary’s City in St. Mary’s County has received a $2,000 grant to support community-led demonstrations of the Southern Maryland living tradition of stuffed-ham making at their annual “Hearth and Home” event;Jayamangala, a non-profit organization in Howard County devoted to teaching Indian Classical music and dance, has been awarded $1,500 to convene a week-long meeting with community members to discuss issues of reviving and recording Indian Classical music and dance in Maryland;$3,000 was given to The Jewish Museum of Maryland in Baltimore City to work alongside the Reginald F. Lewis Museum of Maryland African American History and Culture to produce “Sabbath Tales”, a joint project focused on exploring, documenting and strengthening the living traditions of Jewish and African-American story-telling around the Sabbath table;Native American Lifelines, Inc. of Baltimore City was awarded $3,500 to support an educational program devoted to teaching younger generations the living traditions (dance, drumming, beading and regalia-making) of Baltimore’s Native American groups;The Queen Anne’s County Waterman’s Festival received $3,000 for the last phase of production of the documentary film, “Chesapeake Free”, which features three families of watermen and the struggles they undergo in sustaining their traditional ways of life on the Chesapeake;The South Broadway Baptist Church of Baltimore City has been granted $3,500 to assist in the research and documentation of Lumbee/Eastern Carolina Native American Southern Gospel Music as it is practiced in Baltimore; the project will culminate in community workshops, a concert and a DVD on the musical living traditions.###About the Maryland State Arts Council
The Maryland State Arts Council, an agency of the Maryland Department of Business & Economic Development, Division of Tourism, Film and the Arts, is dedicated to cultivating a vibrant cultural community where the arts thrive. The mission of the council is to encourage and invest in the advancement of the arts for the people of Maryland. In Fiscal Year 2010, Maryland State Arts Council grantees’ activities support more than 10,600 jobs and generate $1 billion in local economic activity and $36.5 million in state and local taxes.
For more information, visit www.msac.org