Mr. Alan L. Dye

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  www.section16treatise.net/MISC/AboutUs.htm - [Cached Version]
  Published on: 4/30/2005    Last Visited: 9/18/2006  

  Dated as of Fall 2005, this 2nd Edition of the Treatise from Peter Romeo and Alan Dye is twice as long as the 1st Edition and continues to provide practical guidance on issues involving Section 16 of the Securities Exchange Act of 1934 and all of the related rules.[1]
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  The Editor is Alan Dye, who along with fellow Hogan & Hartson partner Peter Romeo has authored the "bibles" of Section 16 for over a decade, including the popular Romeo & Dye's Section 16 Forms & Filings Handbook, Romeo & Dye's New Section 16 Deskbook and Romeo & Dye's Section 16 Updates.
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  Before the SEC, Alan was in private practice and served as a law clerk for the Honorable Ellsworth A. Van Graafeiland of the U. S. Court of Appeals for the Second Circuit.
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  Alan is a frequent lecturer at professional seminars and is a former adjunct professor at the Georgetown University Law Center.He also chairs the Securities, Commodities and Exchanges Committee of the ABA Section of Administrative Law.Alan also is Editor of Section16.net.

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  www.internationallawoffice.com/Directory/Biography.aspx - [Cached Version]
  Published on: 3/17/2007    Last Visited: 3/17/2007  

  Mr Alan L Dye
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  Mr. Dye is a partner in the Corporate and Securities Group, concentrating in federal securities law.His practice involves representation of issuers and underwriters in connection with public and private offerings of both debt and equity securities.In addition to his transactional work, Mr. Dye advises clients with respect to various obligations and restrictions arising under the federal securities laws, including general disclosure requirements and insider trading restrictions.
  
  Mr. Dye received his undergraduate degree, magna cum laude, from Emory University in 1975.He received his law degree in 1978, graduating second in his class from the University of Georgia, where he also served as Editor-in-Chief of the Georgia Law Review.Following law school, he was appointed to serve as a law clerk for Judge Ellsworth A. Van Graafeiland of the U. S. Court of Appeals for the Second Circuit.Upon completing his clerkship in 1979, Mr. Dye entered private practice in Atlanta, where he was engaged primarily in securities and other commercial litigation.In 1982, Mr. Dye joined the staff of the Securities and Exchange Commission, where he served for two years in the Division of Corporation Finance and then for two years as Special Counsel to the Chairman of the agency.He left the Commission to join Hogan & Hartson L.L.P. in 1986.
  
  Mr. Dye is an active member of the American Bar Association and serves as Co-Chairman of the Securities, Commodities and Exchange Committee of its Administrative Law and Regulatory Practice Section.He is a frequent lecturer at professional seminars and is a former adjunct professor at the Georgetown University Law Center.He has written extensively on various issues under the federal securities laws, including his co-authorship (with Hogan & Hartson partner Peter J. Romeo) of the Section 16 Treatise and Reporting Guide (Executive Press, Inc. 1994), the Comprehensive Section 16 Outline (Executive Press, Inc. 2000), the Section 16 Forms and Filings Handbook (Executive Press, Inc. 2000), and The SEC's New Insider Trading Rules, 34 Rev. Sec.& Comm.Reg 1 (January 10, 2001).Mr. Dye, together with Mr. Romeo, also manages the content of Section16.net, a web site devoted to developments under and compliance with Section 16 of the Securities Exchange Act of 1934.
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  Mr. Dye is a member of the Bars of the District of Columbia, Georgia and New York.

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  www.naspp.com/Webcast/2010/01_28.htm - [Cached Version]
  Published on: 11/5/2009    Last Visited: 11/5/2009  

  Alan Dye on the Latest Section 16 Developments
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  Alan Dye, Editor of Section16.net and Partner of Hogan & Hartson
  
  Among many other topics, Alan will cover: What are the latest issues that have arisen-and what you can do to resolve them What considerations to keep in mind for Form 5 reporting and Item 405 disclosures How to keep your compliance program up to date Answers to any questions that you have posed to Alan in advance of the program

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  www.governanceprofessionals.org/society/NewsBot.asp?MOD - [Cached Version]
  Published on: 4/1/2006    Last Visited: 7/5/2009  

  Interview with Alan Dye & Mark Borges
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  Special Feature: Compensation Disclosure Rules - Alan Dye & Mark Borges
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  The following interview with Society member Alan Dye, a partner at Hogan & Hartson LLP in Washington, DC, and Mark Borges, a principal for Mercer Human Resources Consulting, also in Washington, addresses issues raised by the SEC's proposed rules on Executive Compensation Disclosure and related matters.
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  Alan Dye: The item 402 disclosures will be broken down into three main categories: annual compensation, equity incentive compensation, and post-employment compensation.
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  Alan Dye: The Commission is going to require that a bottom-line dollar amount be disclosed for total compensation paid to the named executive officers identified in the table.
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  Alan Dye: Interestingly, the Commission is going to provide guidance in the release on what constitutes a perk.
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  Alan Dye: The perks column will stay in the summary compensation table, but the Commission is dropping the disclosure threshold to $10,000. So if total perks and other personal benefits exceed a value - and by value I think the Commission still means aggregate incremental cost - of $10,000, then the value of the perks will have to be included in the table.
  
  $10,000 is clearly not a material number to very many companies. What do you think is going on there?
  
  Alan Dye: I think the lower threshold reflects the hostility that the staff has shown to the position that some companies have taken that certain executive benefits have a business purpose and therefore should not be treated as perks.
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  Alan Dye: Yes, I expect that will be the case.
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  Alan Dye: It seems to me the two areas where we're most likely to see in the release some suggestion that we're not doing things right now, so that we should be getting things right in our 2006 proxy statements, are perquisites disclosure and compensation committee reports.
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  Alan Dye: The discussion is going to address specified issues more precisely and will be less boilerplate than what companies are providing now. Inevitably, most disclosures that have to be repeated annually don't look a lot different from year to year within a particular company.
  
  What are the issues that the new compensation discussion and analysis will have to address?
  
  Alan Dye: It looks like the SEC wants to make sure that the committee explains how the compensation it's paying addresses the lofty goals that the compensation committee report tends to express as the objectives of the compensation program.
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  Alan Dye: One other item that the new section on compensation discussion and analysis is supposed to address is how each element of compensation that was awarded or paid in a particular year helped achieve the committee objectives that were articulated at the beginning of the discussion.
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  Alan Dye: There will be a new requirement to disclose in the summary compensation table the increase of value of pension plan payments to executives.
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  Alan Dye: I don't think that the information in the summary compensation table will include all of the information included in a typical tally sheet.
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  Alan Dye: The new rules will require a separate table showing total contributions to, earnings on, and withdrawals from deferred compensation plans. That table will be in addition to the disclosure in the summary compensation table of earnings on deferred compensation. Currently, there isn't a separate table that calls for this information.
  
  Is there the possibility of any double counting?
  
  Alan Dye: There will now be a requirement to have that separate disclosure from the summary comp table.
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  Alan Dye: With that good segue, the second main category of executive compensation disclosures is going to be the section that will deal with pre-existing or outstanding equity awards.
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  Alan Dye: Yes, I think that's right.
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  Alan Dye: There will be a section that will call for disclosure of future payouts including future contingent payouts, the value or amount of retirement benefits and change in control payouts.
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  Alan Dye: Yes, although the Staff has been somewhat vague on that subject.
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  Alan Dye: That's going to be a difficult disclosure requirement to comply with, or at least to determine the parameters of, because the item asks companies to identify and disclose in the proxy statement relationships that nobody considered to be material and that didn't trigger a board determination of non-independence.
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  Alan Dye: Sure, I'll offer my views and what my experience has been to date.
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  Alan Dye and Mark Borges were presenters; Pauline Candaux moderated.

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  www.pomasite.com/formattedtext.asp?includedpageid=11805 - [Cached Version]
  Published on: 9/23/2003    Last Visited: 9/15/2004  

  Alan Dye, Partner, Hogan & Hartson L.L.P.

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  www.thecorporatecounsel.net/Webcast/2009/11_18/ - [Cached Version]
  Published on: 1/1/2009    Last Visited: 9/11/2009  

  Alan Dye, Editor, Section16.net and Partner, Hogan & Hartson LLP

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  www.compensationresources.com/press-room/a-hot-date-wit - [Cached Version]
  Published on: 4/12/2006    Last Visited: 8/18/2009  

  With backdating, "you've effectively granted a discounted option," says Alan Dye, a securities attorney and a partner at law firm Hogan & Hartson.
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  With backdating, "you've effectively granted a discounted option," says Alan Dye, a securities attorney and a partner at law firm Hogan & Hartson.
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  Such a practice is not necessarily illegal, says Dye. "If there is material news and the company grants the options before that news is released, is that a violation? Most lawyers say it isn't," says Dye, calling it just another way of giving executives a bonus. The executives would not be trading on insider information, because both parties-the executives and the compensation committee-are aware of the same information.
  
  Where companies can get into trouble with the practice, however, is in disclosure. "If your practice is to target dates when good news is pending, that should be disclosed, because that's essentially a compensation program," says Dye.

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  www.section16.net/webcast/2008_01_29.htm - [Cached Version]
  Published on: 1/22/2008    Last Visited: 1/22/2008  

  Alan Dye: Keeping Yourself Out of the Section 16 'Hot Water'
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  Alan Dye, Editor of Section16.net and Partner of Hogan & Hartson
  
  Among many other topics, Alan will cover:
  
  What are the latest issues that have arisen - and what you can do to resolve them What novel considerations exist for Item 405 disclosures How to tweak your compliance program Answers to any questions that you have posed to Alan in advance of the program
  
  How to pose questions to Alan in advance of the program: If you wish Alan to address your questions during the program, send them to adye@Section16.net and indicate they are for the program.All questions will be treated confidentially.

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  compensationresources.com/press-room/a-hot-date-with-th - [Cached Version]
  Published on: 4/12/2006    Last Visited: 3/27/2009  

  With backdating, "you've effectively granted a discounted option," says Alan Dye, a securities attorney and a partner at law firm Hogan & Hartson.
  ...
  Such a practice is not necessarily illegal, says Dye. "If there is material news and the company grants the options before that news is released, is that a violation? Most lawyers say it isn't," says Dye, calling it just another way of giving executives a bonus. The executives would not be trading on insider information, because both parties-the executives and the compensation committee-are aware of the same information. Where companies can get into trouble with the practice, however, is in disclosure. "If your practice is to target dates when good news is pending, that should be disclosed, because that's essentially a compensation program," says Dye.

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  www.secinstitute.com/sched/faculty/nrc.html - [Cached Version]
  Published on: 12/18/2006    Last Visited: 3/2/2007  

  Alan L. Dye, Esq.*PartnerHogan & Hartson LLP

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