TheCorporateCounsel.net

October 8, 2007

Sold! Glass Lewis Goes to Activist Institutional Investor

On Friday, Glass Lewis was sold by its Chinese parent to the Ontario Teachers’ Pension Plan, one of Glass Lewis’ clients, for $46 million (here is the press release). With $106 billion in net assets, this investor is one of Canada’s largest and most aggressive institutional investors and shareholder rights advocates (the investor helped created a Canadian investor group dedicated to improving corporate governance). This is a pretty interesting development: I wonder if a change in ownership alone can help Glass Lewis grow (as well as allegations that conflicts may arise if an activist investor owns a proxy advisor).

Its been reported that RiskMetrics Group (which owns what used to be known as ISS) dropped out of the running to buy Glass Lewis shortly after it filed its Form S-1 to go public last month. Right before it filed the IPO registration statement, RiskMetrics announced a new company structure and brand framework under which ISS became a division and officially took the RiskMetrics name.

SEC Comments: Financials Prepared for International Financial Reporting Standards

It looks like Corp Fin continues to maintain links to comment letters it has issued to foreign private issuers containing financial statements prepared for the first time on the basis of International Financial Reporting Standards (commonly referred to as “IFRS”). The Staff also is posting links to the company’s correspondence. Scroll down on this Corp Fin page to see these links.

VP Cheney’s ’04 Testimony to the SEC’s Enforcement Division

Last week, it was revealed that Vice President Dick Cheney gave testimony to the Enforcment Division back in 2004, as part of the Staff’s investigation of Halliburton (where Cheney used to serve as CEO) over the accounting of cost overruns on several big projects back in ’98. The Staff’s investigation is now closed after the company settled with the SEC two days after Cheney’s testimony, paying a $7.5 million fine.

According to this WSJ article, Cheney didn’t recall being told that Halliburton had booked millions of dollars in construction cost overruns as income, saying that the company’s CFO was “probably” the person “whose general area of responsibility this fell into.” Yeah, probably. And the CEO shouldn’t care about that type of thing…

The SEC released Mr. Cheney’s testimony under a Freedom of Information Act request filed by Dow Jones Newswires. I’d like to post a copy of the testimony, but that might take some doing. Let me know if you see a copy.

- Broc Romanek