TheCorporateCounsel.net

Published in the Federal Register in mid-May, it is always interesting to peruse the SEC’s semi-annual regulatory agenda. This agenda lays out what the SEC expects to produce in the way of rulemaking in the coming months.

Even though whether – and the date on which – the SEC actually follows through on the regulatory agenda is never certain, it is still worth reviewing what the SEC discloses. And of course, this particular agenda might be more fluid than normal due to the fact that an incoming new SEC Chair could change course on any number of these items.

Here are the Corp Fin related items listed on this agenda:

– Revisions to Accelerated Filer Definition – proposal (May 2005)
– Rule 14d-10 – proposal (June 2005)
– Securities Offering Reform – final action (July 2005)
– Proxy Disclosure Regarding Executive Compensation and Related Party Transactions – proposal (Sept 2005)
– Securities Holder Director Nominations – final action (Sept 2005)
– MD&A – Critical Accounting Policies – final action (Dec 2005)
– Registration of Securities Issued in Lock-Up Agreements – proposal (April 2006)
– Streamling Rule 144 – 2nd proposal (April 2006)

Thanks to Howard Dicker of Weil Gotshal for the reminder and his insight!

GAO Asks SEC to Better Monitor Staff Turnover for Conflicts

Last week, GAO released a mutual fund report that found that the SEC followed a consistent process for determining penalties and that it coordinated penalties and other sanctions with interested states – but also that the SEC could have better procedures for making referrals to criminal law enforcers, focusing on the fact that the Staff doesn’t document whether a criminal referral was made or why. [Nothing about referrals to the FDA, the subject of some criticism in this recent Boston Globe article.]

The report also was concerned with SEC Staff independence and that the SEC does not require departing staff to report where they plan to work when they leave (which apparently is the type of information gathered by other financial regulators to assess their staff compliance with federal laws regarding employment with regulated entities).

Carl Schneider on Shareholder Rights’ Agreements

The June installment of Carl’s Corner is posted – the last in a long series of monthly analyses on shareholder rights’ agreements from expert Carl Schneider (over a year’s worth!). Check them all out!