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Source: http://www.legaldebthelponline.com/2012/06/06/iso-lender-card-processing-finest-for-larger-organizations/

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Source: http://www.legaldebthelponline.com/2012/06/05/low-interest-debt-consolidation-loans-from-direct-lenders/

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The Chilling Letter Eisenhower Drafted in Case the Nazis Won on D-Day

--> By Eloise Lee
General Dwight D. Eisenhower
On this day 68 years ago, nearly 3 million Allied troops readied themselves for one of the greatest military operations of world history.

D-Day. And the push that lead to Hitler's defeat.

At least 160,000 of those troops landed on the shores of Normandy, France. As they stormed the beaches, General Dwight D. Eisenhower's confident words summed up the incredible significance of their mission:

"You are about to embark upon a great crusade, toward which we have striven these many months. The eyes of the world are upon you," he wrote in a famous letter sent to troops before the assault.

"We will accept nothing less than full victory! Good Luck!"

But there's another letter that he set aside "in case of failure." What if we lost?

As you may have seen before in the National Archives, General Eisenhower had doubts in the face of a "well trained, well equipped and battle-hardened" enemy. If the invasion of Normany failed, this is the message he would have relayed to the public. How different the world would be.

Scroll down for a transcription.


Here's what it says: "Our landings in the Cherbourg-Havre area have failed to gain a satisfactory foothold and I have withdrawn the troops. My decision to attack at this time and place was based upon the best information available. The troops, the air and the Navy did all that Bravery and devotion to duty could do. If any blame or fault attaches to the attempt it is mine alone."

*He accidentally dated the letter July 5. It should have been June 5. We're sure he had a lot on his mind.

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This Is One Awesome Mission in Afghanistan That You Never Hear About
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Source: http://www.dailyfinance.com/2012/06/06/the-chilling-letter-eisenhower-drafted-in-case-the-nazis-won-on/

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Proofpoint's Board of Directors Part II; IPO 'Pre-Mortem' Continued

Steve is a member of The Motley Fool Blog Network -- entries represent the personal opinions of our bloggers and are not formally edited.

In the previous installment of my ongoing ?IPO pre-mortem? series on Proofpoint, Inc.

(NASDAQ: PFPT)
, I delved into the company?s Board of Directors (BOD), examining its individual Directors and the overall level of independence. This installment will continue to look at Proofpoint?s BOD, specifically BOD committees and the Practices of the BOD. After this installment, I will turn to the BOD Policies and related party transactions in the next installment.

As important as the independence of the whole BOD is the independence of three key committees within the Board. Corporate governance research firm Institutional Shareholder Services (ISS) guidelines suggest that the Compensation, Audit, and Nominating & Governance Committees be composed of a minimum of 75% independent outside directors for effective shareholder representation. The Compensation Committee is comprised of Chair Kevin Harvey, Mr. Jonathan Feiber, and Ms. Dana Evan. Mr. Harvey and Mr. Feiber together control 26% of company shares and are Affiliated Outside Directors while Ms. Evan is an Independent Outside director. The Compensation Committee does not meet the 75% independence guideline. Additionally, the terms of Mr. Feiber and Mr. Harvey expire together in 2014 which is before Ms. Evan?s term which expires in 2015. The Compensation Committee raises some concern for shareholders.

Ms. Evan serves as Chair of the Audit Committee which also has Mr. Philip Koen and Mr. Rob Ward as members. Mr. Koen, like Ms. Evan, is an Independent Outside director while Mr. Ward is an Affiliated Outside Director who controls 10% of shares. Ms. Evan and Mr. Koen control less than 1% of company shares each. As Class I Directors, Mr. Ward and Mr. Koen will see their terms expire in 2013, followed by Ms Evan in 2015. 67% of the Audit Committee is independent which is higher than the Compensation Committee but still not at or above the 75% ISS threshold. The Audit Committee raises a moderate level of concern of inadequate independence but having Ms. Evan as the Chair is a positive factor.

The Nominating & Governance Committee has the least independence of all the committees with neither of the members being an Independent Outsider director. Chair Eric Hahn is the founder of Proofpoint and is an Inside Director while Mr. Feiber is an Affiliated Outside Director. As Class II directors, Mr. Hahn and Mr. Feiber face 2014 term expirations. The Nominating & Governance Committee raises an elevated level of concern for its lack of independence.

Taken as a whole and individually, Proofpoint?s BOD committees do not meet any of the independence levels suggested by ISS. By comparison, the BOD committees of competitors Intel Corp. (NASDAQ: INTC)

and Cisco Systems Inc. (NASDAQ: CSCO) are fully independent under ISS criteria. This implies that Proofpoint? BOD is lagging in providing effective shareholder representation and so investors would do well to actively monitor the Affiliated Outside Directors? share holdings before and after the lockup period expires in October of 2012. They should also keep tabs on BOD seats & committee assignments for any changes once terms begin expiring in 2013.

Another aspect of the BOD that needs to be understood by investors are the Practices that the BOD follows. There are four components related to Practices. The first test of how well the BOD?s Practices serve the interests of investors is ?How many boards of directors does the CEO serve on?? CEO Gary Steele does not sit on any other BODs thus Proofpoint satisfies this criteria. By comparison, Intel CEO Paul Otelllini?s only other corporate board service is on the Google BOD while John Chambers, CEO of Cisco, serves on no other corporate boards. Mr. Otellini and Mr. Chambers both serve on the board of TechNet, an industry advocate while Mr. Chambers serves on three other non-profit or philanthropic boards, The next question related to BOD Practices is ?How many non-executives serve on an excessive number of outside boards?? Again, Proofpoint?s BOD satisfies this criteria as no non-executives serve on more than the guideline six outside boards.

The third test of BOD Practices is ?Did any directors attend less than 75% of the board meetings without a valid excuse?? In the case of recent IPO Proofpoint, there is not a public record yet of board meetings as a public company so this criteria is neutral but should be monitored going forward. Finally, investors should know ?How many directors received withhold/against votes of 50% or greater at the last annual meeting?? Again, recent IPO Proofpoint has not had its first annual meeting as a public company thus this criteria is neutral and should be monitored by investors.

On balance then, Proofpoint?s BOD Practices rate as acceptable but with the caveat that not all criteria have been positively met and will not be until 2013. Vigilance on these outstanding issues is suggested for current and potential investors.

Proofpoint?s BOD does not have a sufficient level of independence in its committees to optimally represent shareholder interests but does embrace acceptable Practices. In the next installment of the ?IPO pre-mortem? series on Proofpoint, I will wrap up the BOD discussion with a look at BOD Policies and related party transactions.

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Source: http://beta.fool.com/56steve/2012/06/06/proofpoints-board-directors-part-ii-ipo-pre-mortem/4970/

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DirecTV Beams To $54 With Tough Talking CEO

It appears that even Dish?s rival DirecTV has joined hands against the content owners and given this scenario and Dish?s success with Blockbuster, its longer-term competitiveness is reinforced.

Source: http://www.forbes.com/sites/greatspeculations/2012/06/06/directv-beams-to-54-with-tough-talking-ceo/

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Source: http://www.legaldebthelponline.com/2012/06/04/the-down-sides-through-unsecured-debt-settlement/

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