TheCorporateCounsel.net

One of my favorites recently announced his coming retirement from law firm practice, so I thought I would take the opportunity to pick Rich Koppes’ brain since he is so knowledgeable and seen so much. In this podcast, Rich provides a look back at his career and developments in governance during that time, including:

– What has been your career path?
– Tell us about the many hats you wear these days.
– Which parts of your career have been the most fun?
– How has governance changed since you started?
– What additional changes (if any) do you think need to happen in corporate governance?

Congrats to the International Subcommittee of the ABA’s Corporate Governance committee for launching its own blog! We’ll see more corporate lawyers blogging yet…

The SEC’s Investor Advisory Committee and State Law

As the SEC’s Investor Advisory Committee gears up and sets its agenda, I recently received this concern from a member:

It strikes me that the Investor Advisory Committee and some of these discussion topics in particular (e.g. fiduciary duties, majority voting, etc.) may be another means for the SEC to push deeper and deeper into matters traditionally reserved for state law. As are clear by the comment letters on proxy access, there is widespread suspicion/ concern among issuers about the increasing pressure to federalize state corporate law. The activities of this Committee will likely only add fuel to the fire in some respects.

SEC Approves FINRA’s Rules re: Conflicts of Interest/Control Relationships, Etc.

From Clearly Gottlieb: Recently, the SEC approved FINRA’s proposal to adopt NASD Rules 2240 (Disclosure of Control Relationship with Issuer), 2250 (Disclosure of Participation or Interest in Primary or Secondary Distribution) and 3340 (Prohibition on Transactions, Publication of Quotations, or Publication of Indications of Interest During Trading Halts) as rules in the Consolidated FINRA Rulebook and to redesignate such rules, respectively, as FINRA Rules 2262, 2269 and 5260.

Significantly, in connection with the redesignation of NASD Rule 2240 as new FINRA Rule 2262, the SEC also approved the repeal of existing NYSE Rule 312(f), which (like NASD Rule 2240) addresses conflict of interest issues when a NYSE member firm engages in certain activities involving the securities of an entity with which it is in a control relationship. At the time of our last Alert Memo, the effective date of the rule changes had not yet been announced. FINRA has now issued Regulatory Notice 09-60 indicating that the effective date of the redesignated rules and the corresponding repeal of NYSE Rule 312(f) is December 14, 2009.

– Broc Romanek