January 29, 2010

Survey Results: Impact of Loss of Broker Nonvotes for '10 Proxy Season

Ahead of next Thursday's webcast on e-proxy developments and other voting issues, below are the results from a recent survey we conducted on the topic of the impact of loss of broker nonvotes for '10 proxy season:

1. Our company:
- Has used e-proxy in a past proxy season and definitely intends to do so in 2010 - 33.3%
- Has used e-proxy in a past proxy season and may decide to not do so in 2010 - 6.1%
- Has used e-proxy in a past proxy season and doesn't intend to do so in 2010 - 0.0%
- Has not used e-proxy yet but definitely plans to do so in 2010 - 1.5%
- Has not used e-proxy yet but might decide to do so in 2010 - 13.6%
- Has not used e-proxy yet and will not use it in 2010 - 45.5%

2. When it comes to the impact of elimination of broker nonvotes, our company:
- Isn't worried about its impact at all - 16.7%
- Is a little worried, but not much, about its impact - 50.0%
- Is somewhat worried about its impact - 27.3%
- Is very worried about its impact - 6.1%

3. Our company:
- Is not concerned about obtaining a quorum with the loss of discretionary votes - 13.6%
- Already seeks the ratification of auditors - 83.3%
- Already has another routine proposal planned the would address quorum concerns - 1.5%
- Will add the ratification of auditors this year out of quorum concerns - 1.5%
- Will add a different routine proposal this year out of quorum concerns - 0.0%

4. Our company:
- Has not used a proxy solicitor in the past for regular annual meetings but definitely intends to use one for the upcoming proxy season - 3.0%
- Has not used a proxy solicitor in the past for regular annual meetings but is considering it for the upcoming proxy season - 9.1%
- Has not used a proxy solicitor in the past for regular annual meetings and will not use one for the upcoming proxy season - 18.2%
- Has used a proxy solicitor in the past for regular annual meetings and definitely intends to use one for the upcoming proxy season - 59.1%
- Has used a proxy solicitor in the past for regular annual meetings and may use one for the upcoming proxy season - 9.1%
- Has used a proxy solicitor in the past for regular annual meetings but doesn't intend to use one for the upcoming proxy season - 1.5%

5. Our company:
- Has a majority vote standard and intends to keep it - 54.6%
- Has a majority vote standard but may change it to a plurality standard - 1.5%
- Has a plurality vote standard and intends to keep it - 36.4%
- Has a plurality vote standard but may change it to a majority standard - 7.6%

Please take a moment to respond anonymously to our "Quick Survey on 'More on Blackout Periods'."

Learning about a New Voting Service: Moxy Vote

In this podcast, Mark Schlegel, Co-Founder and VP-Business Developments of Moxy Vote, discusses the latest developments in proxy voting capabilities, including:

- What is Moxy Vote?
- What has happened since your launch?
- What can in-house counsel/corporate secretaries do to start participating?
- What types of advocates are on the site and what are the issues they cover?
- What do we want to accomplish?
- Are there any upcoming votes of interest?

Pat McGurn's Forecast for 2010 Proxy Season: Wild and Woolly

We have posted the transcript for our webcast: ""Pat McGurn's Forecast for 2010 Proxy Season: Wild and Woolly."

- Broc Romanek

January 28, 2010

SEC Adopts Climate Change Disclosure Guidance (By 3-2 Vote)

Yesterday, the SEC adopted by a 3-2 vote (Commissioners Casey and Paredes voted against adoption) an interpretive release to provide guidance to companies about how they should make climate change disclosures (the release is not out yet; here is the press release). There was heated discussion during the meeting - particularly from Commissioner Casey - as to whether the SEC was getting into the tricky intersection of climate change and politics.

Although not discussed during the meeting or in the press release, since the guidance is in the form of an interpretive release, many are presuming it is immediately effective - meaning that it applies to the Form 10-Ks that will be filed fairly shortly by calendar-end companies.

Below is an excerpt from a memo from Troutman Sanders:

The SEC stated that its release does not create a new legal requirement or modify existing disclosure rules, regulations or interpretations, which the SEC remarked included the framework and flexibility necessary for meaningful disclosure. Instead, the release provides "guidance that can help public companies in determining what does and does not need to be disclosed" according to Chairman Mary Schapiro. The release was adopted by a vote of 3 to 2.

In presenting the release, the SEC reiterated the existing provisions requiring disclosure of climate change risks and implications when material to a public company:

- Item 101 of Regulation S-K: Item 101 provides for a general description of a company's business and requires disclosure as to "the material effects that compliance with federal, state and local provisions... regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, may have upon the capital expenditures, earnings and competitive position of the company." This item also may require disclosure as to the anticipated impact of future environmental regulation.

- Item 103 of Regulation S-K: Item 103 requires disclosure as to "any material pending legal proceedings, other than ordinary routine litigation incidental to the business." The instructions to Item 103 state that disclosure is required regarding "an administrative or judicial proceeding ... arising under any federal, state or local provisions... regulating the discharge of materials into the environment... for the purpose of protecting the environment."

- Item 303 of Regulation S-K: Item 303 provides for management's discussion and analysis of the company's financial condition and requires disclosure of "known trends or uncertainties" that a company believes will result, or are reasonably likely to result, in material changes in the company's liquidity, net sales, revenues or income from continuing operations.

- Item 503(c) of Regulation S-K: Item 503(c) provides for the disclosure of risk factors that make investments in the company speculative or risky to the extent that they are not generally applicable to any issuer.

The SEC stated that meaningful disclosure might address these four topics:

1. The impact of state and federal legislation and regulation, including potential legislation
2. The effects of international accords and treaties
3. The actual and potential indirect impacts and consequences, including reputational harm and lost opportunities
4. The actual and potential impact of physical effects of climate change

While the current rules and regulation require companies to disclose things that are material to investors, and the Staff noted that the SEC is not changing the traditional standard for materiality, which is a substantial likelihood that disclosure would be viewed by the reasonable investor as having significantly altered the total mix of information made available. But the Staff also emphasized that if there is any doubt to whether something is material or not, it should be resolved in favor of the investor and, thus, disclosed.

We are particularly concerned that the interpretive guidance, as described by Chairman Schapiro, might require a company to speculate on what legislation will pass and what its consequences will be. This is an unprecedented disclosure requirement and one that is frought with the risk of evaluation in hindsight. Those opposing the adoption of the release noted the great flux of the state of science, law and policy addressing climate change and suggested that the release was being adopted because of political pressures. They noted that disclosure on the four topics noted above would include much speculation and lead to greater investor confusion.

While the SEC did not issue new rules today, the discussion at the SEC's meeting indicates that the Staff believes that public companies need to revisit their disclosure practices. We believe that if the SEC does not see improvements in the amount and detail of discussion, we will see a responsive flow of comment letters that could by their nature impose standards on all reporting companies.

We also believe that there is the potential that the SEC may resort to a formal rulemaking requiring specific disclosure, including discussion of carbon footprints and quantitative measurements. Companies wishing to avoid a "one size fits all" approach in the future should carefully draft their 2010 disclosure under the current framework to provide investors with useful information about the potential risks and implications of climate change.

ESG Disclosures: Environmental, Climate Change, Social Responsibilities

We have posted the transcript for our recent - and timely - webcast: "ESG Disclosures: Environmental, Climate Change, Social Responsibilities." Even though this webcast was held before the SEC adopted its new interpretive guidance, the panelists covered many topics that can help you meet your new disclosure obligations.

More on "The Mentor Blog"

We continue to post new items daily on our new blog - "The Mentor Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Obama's 10th Justice Gives Supreme Court a Business Tilt
- Russ Ryan on the State of SEC's Enforcement Division
- Becoming an "Outlier": Leveraging Social Media
- What Level of Due Diligence Should a Placement Agent Conduct?
- Where the Action Is: CEO Searches
- Legal Implications of Cloud Computing
- More on "Collectively Stupid: A Way of Life?"

- Broc Romanek

January 27, 2010

Dave & Marty: Live at the Hotel Del Coronado!

Last week, Dave Lynn and Marty Dunn got together during Northwestern's annual Securities Regulation Institute in San Diego to tape this podcast, including a discussion of:

- The Staff's new position on Section 3(a)(9) exchanges
- Drafting director diversity disclosure
- The new C&DI on director qualifications disclosure
- The back story on the new non-GAAP measure C&DIs
- Marty's travel stories

SEC Proposes to Modernize Stock Buyback Safe Harbor

Yesterday, the SEC posted this proposing release to update Rule 10b-18's safe harbor when companies repurchase their own stock. The safe harbor hasn't been updated much since the rule's adoption in 1982 - and trading strategies and technologies have dramatically changed since then.

Alan Dye on the Latest Section 16 Developments

Tune in tomorrow for the Section16.net webcast: "Alan Dye on the Latest Section 16 Developments." This is always one of our most popular webcasts, as Alan answers many of the more common queries he has been receiving lately.

Act Now: As all memberships are on a calendar-year basis, renew now - or if you're not yet a member, try a '10 no-risk trial today.

- Broc Romanek

January 26, 2010

RiskMetrics: On the Auction Block?

Taken public just two years ago, this WSJ article claims that RiskMetrics is considering selling itself. The article notes a few prospective buyers and that the premium may be as high as 30%. Although the company does more than provide proxy advice, it's interesting timing for a potential sale given the uncertainty over whether say-on-pay and proxy access will be mandated, either of which should give somewhat of a boost to its ISS Division.

Board Diversity Policies: Do You Need One? Samples Available

In reaction to the SEC's new board diversity disclosure requirement, several members have asked for sample board diversity policies, so we have posted a few in our "Diversity" Practice Area. But in deciding whether you need one, you should consider the input provided yesterday in our "Proxy Season" Blog as well as the commentary made during our recent webcast: "How to Implement the SEC's New Rules for This Proxy Season."

Disclosure Controls & Procedures: An In-House Perspective

We have posted the transcript for our recent webcast: "Disclosure Controls & Procedures: An In-House Perspective."

- Broc Romanek

January 25, 2010

White Paper: 51 Firms Weigh In on New York's New Power of Attorney Statute

As I've blogged, there are appear to be deficiencies with the amendments to New York's power of attorney statute that were adopted last summer, which have changed the requirements for creating certain types of valid powers of attorney in New York and - when read in isolation - may have had the unintended consequence of invalidating a wide variety of common corporate, commercial and financial documents.

Now, 51 law firms have weighed in with this White Paper with the aim of providing a blueprint for a consensus among practitioners on some of these troublesome issues because of the concern that an overly conservative interpretation may become the accepted version of the law. The White Paper focuses specifically on proxies to vote shares of corporations, indorsements to effect the registration of transfer of certificated securities and powers of attorney granted in connection with the formation and governance of non-New York limited liability companies and non-New York limited partnerships. The firms conclude that - consistent with New York's customary and long-standing principles of statutory interpretation as well as the internal affairs doctrine - at least substantial portions of the statute do not apply to the issues covered in the White Paper.

Virtual Annual Meetings: Intel Decides to Hold Physical Meeting in 2010

According to Jim McRitchie's "CorpGov.net Blog," Intel has decided to at least postpone foregoing holding a physical component to its annual shareholders' meeting for 2010. Initially, Intel planned to hold a completely virtual annual meeting as Broadridge did a few months ago. Intel planned to take its quasi-virtual annual meeting from last year one step further and hold it completely online - now Intel will hold its '10 as a quasi-virtual one just like it did in '09. Here's an investor's statement on Intel's decision.

More on our "Proxy Season Blog"

With the proxy season in full gear, we are posting new items regularly on our "Proxy Season Blog" for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Effective Board Engagement with Shareholders
- A Real Reason: Attaching Plans to the Proxy Statement
- Newground Initiates "Fair Vote" Campaign
- Analysis: Voluntary Implementation of Proxy Access
- Annual Meeting Transcripts: Should You Post One?

- Broc Romanek

January 22, 2010

A Biggie: US Supreme Court Opens Corporate Coffers to Political Campaigns

Yesterday, in a 5-4 decision, the US Supreme Court delivered a surprising - and groundbreaking - opinion in Citizens United v. Federal Election Commission that held, among other things, that a prohibition on corporations, unions, etc. from using their general treasury funds to pay for campaign advertisements regarding an issue or political candidate was unconstitutional. Note that corporations are still prohibited from making direct political contributions to candidates or political parties. This decision is expected to radically alter the role that companies will play in political elections, as it turns back the clock a century on laws in this area. It represents quite an aggressive intervention into politics by SCOTUS.

Looking at Google News, there are already more than 2500 articles on this case - and I see that some law firms have already set up webcasts to explain this decision to be held as early as Monday! We will be posting memos on this decision in our "Political Contributions" Practice Area.

Here are a few blogs that lay out the issues and possible consequences of the decision pretty nicely:

- Citizens United: What Happens Next?
- What Will Citizens United Do to the 2010 Election Cycle?
- How Corporate Money Will Reshape Politics

What Does Citizens United Mean for Director Elections? Turns Them Into Political Ones?

One topic not addressed so far in the media pieces I have read is how Citizens United may impact the boardroom. Given that a company's board will likely be the greatest influencer on how a company spends money in political campaigns, I imagine the politics of each director could well be scrutinized now and perhaps it's more likely that third-parties will attempt to place alternative candidates - ones with a different political bent - on a company's ballot. Plus, Senator Schumer is talking about Congress adopting a law that would require shareholder approval of political expenditures as one of several alternatives to limit the decision's impact. A true mix of politics and investing.

The importance of proxy access just jumped three-fold in my opinion. And the importance of the roles played by chief governance officers, corporate secretaries and investor relations departments also jumped as they will be called upon to help directors conduct real campaigns, a topic I have written about often (here is one example and another). The change never stops...

Mailed: January-February Issue of The Corporate Counsel

The January-February issue of The Corporate Counsel was recently mailed and analyzes these topics:

- Will Delaware Issuers Be Utilizing the New Bifurcated Record Dates for Their Upcoming Annual Meeting?
- Incorporation By Reference/Totality of Information As Good Deal-Disclosure--The Dialogue Continues
- Do Spring-Loaded Option Grants To Executives Trigger 8-K Item 5.02(e)?
- Rule 10b5-1 Plan Practices--Staff CDIs and Other Updates
- More Section 13(d)/(g) CDIs
- Getting Familiar with the GAAP Codification

Act Now: As all subscriptions are on a calendar-year basis, renew now if you haven't yet to receive this issue. If not yet a subscriber, try a 2010 no-risk trial.

- Broc Romanek

January 21, 2010

The New Rules: Corp Fin Issues Nine More CD&Is

Yesterday, the SEC issued nine new Compliance and Disclosure Interpretations to deal with issues posed by the new executive compensation and proxy disclosure enhancement rules adopted last month. These CDIs are in addition to the transitional CDIs already issued.

Below are links to the new CDIs, the last two of which are transitional in nature (in the alternative, we have placed all of the new CDIs in one document for your reading pleasure):

- CDI 116.05
- CDI 116.06
- CDI 117.04
- CDI 119.20
- CDI 128A.01
- CDI 133.10
- CDI 133.11
- Question 6
- Question 7

Coming Soon: SEC's Climate Change Interpretive Guidance

Yesterday, the SEC announced that it will hold an open Commission meeting next Wednesday to consider issuing interpretive release on climate change. Here is the meeting agenda.

I wonder if this guidance will apply to this proxy season? Either way, we held an excellent webcast last week - "ESG Disclosures: Environmental, Climate Change, Social Responsibilities" - whose audio archive (transcript to come) will help get you to up-to-speed on the issues you should be analyzing now.

Webcast: "Pat McGurn's Forecast for 2010 Proxy Season: Wild and Woolly"

Tune in today for our webcast - ""Pat McGurn's Forecast for 2010 Proxy Season: Wild and Woolly"" - to hear Pat McGurn of RiskMetrics' ISS Division give a recap of what transpired in the 2009 proxy season and predict what to expect for the upcoming proxy season. Here are course materials you should print out in advance of the program.

Act Now: Since all memberships are on a calendar-year basis and expired at the end of December, if you don't renew now, you will be unable to access this webcast. If you're not yet a member, try a 2010 no-risk trial.

More on "The Mentor Blog"

We continue to post new items daily on our new blog - "The Mentor Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- "Collectively Stupid": A Way of Life?
- US and California Supreme Courts Tackle Attorney-Client Privilege
- The SEC Cares
- The Time I was Written Up for Blogging
- SCOTUS to Hear "Foreign-Cubed" Cases
- An Unforeseen Impact of an SEC Complaint: No D&O Coverage
- Why I Don't Allow Comments on My Blogs

- Broc Romanek

January 20, 2010

Dave & Marty on Compliance, Risk, Ordinary Business and Heavy Metal

In this podcast, Dave Lynn and Marty Dunn engage in a lively discussion regarding compliance, risk and heavy metal - not necessarily in that order.

Redlined: Changes to S-K Items 401, 402, and 407

Thanks to Luke Frutkin of Frost Brown Todd, we have posted redlined versions of Items 401, 402 and 407 of Regulation S-K - which account for the recent SEC rule changes. We have also posted a Word version of the new Item 5.07 of Form 8-K (note that the SEC's PDF of Form 8-K doesn't include this new item yet).

Whistleblower Can Go "De Novo" If DOL Doesn't Act

A few weeks ago, the Fourth Circuit - in Stone v. Instrumentation Laboratory Company - held that the Sarbanes-Oxley Act's whistleblower provisions establish a complainant's right to de novo review in federal district court if the Labor Department does not issue a "final decision" within the statutory 180-day period. This is the first time a court has addressed this issue.

- Broc Romanek

January 19, 2010

Corp Fin Hires State Law Expert: Professor Larry Hamermesh

In an interesting move, Corp Fin has hired Professor Lawrence Hamermesh of Widener University Law School as an attorney fellow, who will serve thru mid-2011. Professor Hamermesh is a well-known Delaware law expert and is regularly rumored to be a candidate for the bench there. Not surprisingly, the Professor will be advising on areas where both federal and state law intersect. I imagine this has a lot to do with proxy access. A good hire by the SEC...

Here We Go Again: SEC Files Second Complaint against BofA

Last week, the SEC filed a second complaint in the US District Court - SDNY against Bank of America concerning an alleged lack of disclosure over extraordinary financial losses at Merrill Lynch prior to a shareholder vote to approve a merger between the two companies (here's the SEC's litigation release). Last year, the SEC filed a "lack of disclosure" complaint against BofA over a bonus plan related to its merger with Merrill Lynch that became headline news after Judge Rakoff had earlier refused to approve a settlement between BofA and the SEC.

A second complaint was filed by the SEC rather than amending the existing complaint because the court had denied the SEC's motion to amend. Note that in the SEC's litigation release announcing its intention to seek leave to amend, the SEC specifically noted that it does not allege that any individual bank executive or counsel acted with scienter and does not name as defendants, any individual. Trial is set for March 1st...

Dominic Jones notes that Judge Rakoff recently ruled that BofA cannot present expert testimony asserting that media reports should have alerted shareholders to the bonuses it planned to pay Merrill Lynch executives after the 2008 merger.

SEC Approves PCAOB's "Engagement Quality" Standard

On Friday, the SEC approved the PCAOB's Auditing Standard No. 7 regarding engagement quality review, after receiving nine comment letters when the standard was proposed last August. The standard is effective for engagement quality reviews of audits and interim reviews for fiscal years that began on or after December 15, 2009. Here is the PCAOB's press release.

- Broc Romanek

January 18, 2010

Non-GAAP Financial Measures: SEC Reinstates Old FAQ By Changing New CDIs

On Friday, the SEC reversed course and reinstated old non-GAAP FAQ 23, as CDI 105.07 of the new non-GAAP CDIs that had been released last Tuesday (which had updated the SEC's FAQs on this topic from 2003). At the same time, the SEC also deleted new CDI 105.4.

It appears that in initially issuing CDI 105.4 last week, the intent was not to change the meaning of old FAQ 23 - but to make it clearer. In doing so, the new CDI omitted the key fact that the earnings release was not furnished on a Form 8-K before the conference call. To correct this, the SEC deleted new 105.4 and reissued old FAQ 23 as new C&DI 105.07, omitting the Reg FD sentence since nothing in that fact pattern raises an FD concern.

Courtesy of Davis Polk, here's a redlined version of how the '03 FAQs compare to the new CDIs, including this latest change.

SEC Agrees to 2-Year Stay of Rule 151A

Even though I don't typically cover the indexed annuity products area, I thought this development was interesting because I don't recall a situation where a court postponed the implementation of a SEC rule for two years (although I imagine it has happened before). Here is a summary of this development drawn from this Morrison & Foerster memo:

On December 8, 2009, the Securities and Exchange Commission (the "SEC") stated in a filing with the U.S. Court of Appeals for the District of Columbia Circuit (the "Court") that it agreed to stay of the effective date of Rule 151A for "two years after completion of all proceedings on remand, to run from publication of a retained or reissued Rule 151A in the Federal Register." Compliance with Rule 151A is therefore postponed. Companies would have two years from that new publication date to comply with Rule 151A, or any reissued version of the rule.

The filing was made in response to petitions filed by various insurance industry participants requesting the Court to reconsider its remand order that it issued on July 21, 2009 and void Rule 151A. The Court had previously ruled that the SEC failed to properly consider the effects of Rule 151A on efficiency, competition and capital formation in the insurance industry and remanded the issue to the SEC for reconsideration.

More on "The Mentor Blog"

We continue to post new items daily on our new blog - "The Mentor Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Becoming an "Outlier": Leveraging Social Media
- What Level of Due Diligence Should a Placement Agent Conduct?
- Where the Action Is: CEO Searches
- Legal Implications of Cloud Computing
- More on "Collectively Stupid: A Way of Life?"

- Broc Romanek

January 15, 2010

Shareholder Proposals: Corp Fin's New "Magic Sentence" Responses

It looks like Corp Fin is making good on its promise to provide more detail in its responses to exclusion requests under Rule 14a-8, the shareholder proposal rule. See this Bank of America letter and this Verizon letter issued recently under (i)(7) - and this General Electric letter issued under (i)(2).

There is not much detail, just an extra sentence or two for the rationale of the Staff's decision. This is understandable as the SEC doesn't have the resources to write full blown opinions like judges do...

In California: Fiduciary Duty of Shareholders under Bylaws

Keith Bishop of Allen Matkins notes:

Last week, a California court of appeal held - in Tien Le v. Lieu Pham - that when the bylaws provide that one stockholder must give another a right of first refusal with respect to a sale of shares, it is a breach of fiduciary duty for the selling shareholder to attempt to sell in violation of the right of first refusal. Notably, the stockholder who sold his share was not a majority owner (holding only 50% of the outstanding shares).

The case involved a pharmacy corporation and the court based its holding in part on this fact and the public policy of requiring a "reasonably snug fit" between ownership and licensed pharmacists. However, the court also applied corporate common law "involving protection of vulnerable stockholders from other stockholders who have the power, by the choice of to whom shares will be sold, to affect the actual conduct of the corporation". In this case the licensing of the corporation as a pharmacy was impacted by the sale. The principle enunciated by the court could be extended to other situations, such as transfer restrictions to preserve NOLs, gaming licenses, or contractual rights.

Readers may wish to compare the California court's holding with the following observation by Delaware Vice Chancellor Lamb in Latesco v. Wayport, Del. Ch., No. 4167-VCL (July 24, 2009): "The performance of a Stockholder Agreement giving corporations or corporate insiders rights of first refusal over the shares of other stockholders is not governed by any generalized fiduciary duty of disclosure nor is it governed by any generalized application of the duty of loyalty. Instead, the contours of such an insider's duty to the selling stockholder is defined by the terms of the agreement itself and the normal prohibitions against fraud."

Board Priorities for 2010

In this podcast, Jeff Stein of King & Spalding discusses the latest developments in boardroom thinking, including:

- How would you describe the mood in the boardroom these days?
- Why are boards suddenly focusing on strategy? Hasn't this always been a priority?
- What are boards doing in the area of risk management as we start 2010?
- Tell us what boards are thinking about when they talk about "board management" or when we hear about the renewed interest in board performance?
- How significant are the SEC's new rule changes for 2010 proxy statements from the board perspective?
- Is there any fundamental change in the way in which directors view their roles with public companies?

- Broc Romanek

January 14, 2010

The SEC Enforcement Division's Big Day: Changes Galore

With a media blitz to drive home the point, the SEC showed its determination to overcome a year of bad publicity by announcing a series of changes in its Enforcement Division. In fact, there are so many changes that there were two press releases and a special "Cooperation" web page. Here is this release announcing internal structural changes (ie. new heads of specialized units and a new "Office of Market Intelligence") And here is this release announcing an initiative to encourage cooperation during investigations (which is driven by this new policy statement, as reflected in a new Section 6.2 in the SEC's Enforcement Manual).

To help you navigate the new regulatory approach, I have planned this upcoming webcast: "Big Changes Afoot: How to Handle a SEC Enforcement Inquiry Now." You may want to catch Russ Ryan's interview regarding the state of the Enforcement Division, posted in "The Mentor Blog" today.

The SEC's Division of Trading & Markets also had a big day as the SEC moved forward with a broad review of the equity market structure yesterday by approving the issuance of a concept release seeking comment on such issues as high frequency trading, co-locating trading terminals and markets that do not publicly display price quotations.

Corp Fin Permits Section 3(a)(9) Reliance for Securities Exchanges with Upstream Guarantees

Here's a new development as explained by Davis Polk: Yesterday, the Staff of the SEC's Division of Corporation Finance issued a no-action letter to Davis Polk, Cleary Gottlieb and O'Melveny & Myers permitting reliance upon Section 3(a)(9) of the Securities Act of 1933 for the issuance of a new parent security in exchange for an outstanding parent security that has one or more "upstream" guarantees from the parent's 100%-owned subsidiaries.

All of the prior Staff no-action positions involving the availability of Section 3(a)(9) for exchanges of guaranteed securities had involved "downstream" guarantees (i.e., situations where the parent guaranteed a security issued by one or more of its subsidiaries) as opposed to "upstream" guarantees. Here is the incoming request.

As a result of the 3(a)(9) Upstream Guarantee Letter:

- issuers of securities with upstream guarantees will not be required to keep a shelf registration statement effective for the life of the outstanding convertible security to cover exercises and

- issuers of securities with upstream guarantees will have an attractive third option for effecting exchange offers in addition to registration (which has timing implications) and relying on a private placement exemption (which limits the potential offerees).

Transcript Posted: "The Latest Developments: Your Upcoming Compensation Disclosure"

We have posted the transcript to the popular CompensationStandards.com webcast: "The Latest Developments: Your Upcoming Compensation Disclosures - What You Need to Do Now!" As we do every year, we have updated CompensationStandards.com's "SEC Rules" Practice Area - including posting these memos & checklists that raise considerations for this proxy season.

- Broc Romanek

January 13, 2010

Shareholder Proposals: Chevedden Sued Over Eligibility

One of the longer-standing complaints in the corporate community has been the relatively unchecked ability of John Chevedden to submit dozens of shareholder proposals to companies each year - at companies where he doesn't have an ownership interest. On its face, this violates the shareholder proposal rule's eligibility requirements under Rule 14a-8(b), but Chevedden typically has been able to successfully argue to the SEC Staff that he is acting as an agent for another shareholder - rather than as a conduit because he can't satisfy the eligibility requirements.

Many corporate secretaries will be cheering to hear that Chevedden was recently sued over his efforts to submit a proposal (although this situation doesn't involve alter egos). Rather than solely rely on the Corp Fin Staff to allow exclusion of his proposal, Apache Corporation has also sued Chevedden in a federal district court. Here is the complaint filed in court - and here is Apache's exclusion notice sent to the SEC on the same date (both are posted in our "Shareholder Proposals" Practice Area).

Note that unlike a typical situation, Apache doesn't appear to be "requesting" exclusion - this is a notice filing that the company intends to exclude the proposal. Per Rule 14a-8(j): "If the company intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission." Note that the rule doesn't say that you need to request exclusion - here it appears that Apache complied with the notice requirement, gave its reasons for exclusion and essentially said it is going to court to get a ruling that it can exclude the proposal.

Apache is no stranger to being in court over a shareholder proposal, having been sued by NYCERS two years ago over the exclusion of a employment-related proposal - after the exclusion was allowed by the Corp Fin Staff - under the "ordinary business" basis (ie. 14a-8(i)(7)).

Here are some thoughts from an anonymous member: "I am glad they are taking Chevedden to court. More companies should make sure his shenanigans have some real consequences. If he started getting his butt hauled into court all across the country, then his proposals would cost more than the price of a stamp."

SEC Adopts Rules Governing Say-on-Pay Votes for TARP Companies

Yesterday, the SEC adopted rules implementing the requirement under Section 111(e) of EESA that requires companies that have received TARP money to conduct a separate shareholder advisory vote to approve the compensation of executives during the period in which any obligation arising from financial assistance provided under the TARP remains outstanding. Since most companies have repaid their TARP money, not many will be subject to these new rules.

The SEC amended Rule 14a-6(a) to clarify that a TARP recipient is not required to file a preliminary proxy statement (see pages 8-11 of the adopting release) - but the adopting release is silent as to whether non-TARP companies must file preliminary proxy materials as a consequence of voluntarily including a management-sponsored shareholder advisory vote on executive compensation on the ballot. As a result, I believe non-TARP companies continue to need to file preliminary materials because it is not carved out under the existing rules (and I believe that every company that has put up a MSOP proposal - with one exception - has filed preliminary materials).

Webcast: "ESG Disclosures: Environmental, Climate Change, Social Responsibilities"

Tune in tomorrow for our webcast - ""ESG Disclosures: Environmental, Climate Change, Social Responsibilities"" - to hear Gail Flesher and Betty Moy Huber of Davis Polk, Brink Dickerson of Troutman Sanders, Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster and Jane Whitt Sellers of McGuireWoods discuss environmental, climate change and social responsibility disclosures and how companies are rethinking their approach to such disclosures.

Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don't renew today, you will be unable to access this webcast. Renew now for '10! [Here is our "Renewal Center" to better enable you to renew all your expired memberships and subscriptions.]

And then next Thursday, catch another TheCorporateCounsel.net webcast - ""Pat McGurn's Forecast for 2010 Proxy Season: Wild and Woolly"" - to hear Pat McGurn of RiskMetrics' ISS Division give a recap of what transpired during the 2009 proxy season and predict what to expect for the upcoming proxy season.

- Broc Romanek

January 12, 2010

Corp Fin Posts 32 "Non-GAAP Financial Measures" CDIs

Yesterday, Corp Fin posted this new batch of 32 Compliance & Disclosure Interpretations that deal with Non-GAAP Financial Measures, including interps that deal with business combinations; Item 10(e) of Regulation S-K; EBIT and EBITDA; segments; Item 2.02 of Form 8-K; FPIs and voluntary filers.

These CDIs replace a set of old FAQs that the Staff issued in 2003. Here's a redline to note the differences between the two, courtesy of Davis Polk.

Status of Regulatory Reform: What Does Dodd's Retirement Mean?

RiskMetrics' Ted Allen recently weighed in with enlightening analysis of where we stand on regulatory reform and the possible impact of Senator Dodd's retirement announcement (here is the Washington Post's take on the same topic):

Capitol Hill and governance observers have varying views on what U.S. Senator Christopher Dodd's planned retirement may mean for his sweeping financial reform and corporate governance legislation. Most observers believe that Dodd's decision to step down will make him more determined to pass a reform bill this year to cement his legislative legacy. His spokeswoman said this week that Dodd is "committed to continue working in a bipartisan fashion to pass strong financial reform this year."

The U.S. Chamber of Commerce, the Financial Services Roundtable, and other business advocates express hope that Dodd will be more likely to compromise with Senate Republicans because he no longer has to appease left-leaning and populist voters in Connecticut. At the same time, consumer advocates point out that Dodd won't have to raise campaign funds and thus should have more freedom to stand up to Wall Street interests. Other observers say that Dodd's retirement won't make a significant difference, because it still will be difficult for Dodd and his fellow Democrats to attract Republican support for the legislation.

Dodd, who chairs the Senate Banking Committee, announced Jan. 6 that he would not seek another six-year term in office. Dodd, 65, would have a faced a difficult re-election fight this year; he was trailing in opinion polls behind his potential Republican challengers.

In early November, Dodd unveiled a draft 1,136-page bill to overhaul the financial regulatory system. The bill included various governance provisions, such as an annual "say on pay" requirement, authorization for the SEC to adopt a proxy access rule, and provisions to mandate majority voting in director elections and to require companies to obtain shareholder consent for classified boards.

However, Senator Richard Shelby, the ranking Republican on the banking panel, and his GOP colleagues criticized the far-reaching bill, while some Democrats expressed concerns. In early December, Dodd assigned Democratic and Republican committee members to work in pairs to try to reach consensus on different provisions. Senator Charles Schumer of New York, who introduced the "Shareholder Bill of Rights Act" last year, was assigned to work with Senator Michael Crapo, a business-friendly Republican from Idaho, on executive compensation and governance provisions. Other senators were delegated to work on systemic risk principles, regulation of derivatives, and oversight of the Federal Reserve.

On December 23, Schumer and Shelby said in a joint statement that they were making "meaningful progress" on the bill. While staff members for Schumer and Crapo have met, it doesn't appear that they have reached common ground. According to committee observers, Schumer wants to keep the governance provisions in the bill, while Crapo isn't convinced they are necessary and wants to hold hearings. Some Democratic staffers resist the idea of holding hearings, because they fear that Republicans are trying to delay the process and have no intention of supporting a revised bill.

A committee mark-up hearing has been scheduled for Jan. 26, but some staff members are skeptical that the lawmakers will complete their work by then, according to the Financial Times. Before a mark-up is held, committee members will be given a chance to offer amendments. "I think that we still have a chance [to pass a bill with governance provisions]," Jeff Mahoney, general counsel of the Council of Institutional Investors, told R&GW. "I don't think [Dodd's] not seeking re-election changes much."

Mahoney said he hopes that Schumer will keep pushing to keep the governance provisions in the bill. He also expressed optimism that Shelby and other Republicans, who generally favor market-based mechanisms over additional government regulation, will be receptive to reforms that empower shareholders. Mahoney said the council will continue lobbying for its three governance priorities--"say on pay," authorization for a proxy access rule, and a mandate for majority voting in board elections.

Based on conversations with staffers on both sides, Mahoney said he believes that most committee members and staff members still are trying to reach consensus where possible. "No one wants to run this through on a partisan basis," Mahoney said, recalling the recent rancor over health care reform legislation.

On December 11, the House of Representatives approved a narrower financial reform bill, which includes proxy access and "say on pay" but not other governance provisions. No Republicans voted for the final bill. Dodd has a greater need than the House Democrats to enlist Republican support because Senate rules require 60 votes to cut off debate on most bills. While the Democrats now hold 60 seats in the Senate, Dodd knows from the health care debate that he can't count on every Democrat to support legislation that has no Republican support.

Dodd also has a limited amount of time to pass a bill before his term expires next January. During election years, lawmakers seldom pass any substantive legislation after their August recess. Senator Tim Johnson, Dodd's likely successor as Banking Committee chairman, is unlikely to support significant new restrictions on banks. Johnson represents South Dakota, where Citigroup and other banks have significant operations.

Ask the Experts: Schedule 13D and Schedule 13G Issues

We have posted the transcript from our recent DealLawyers.com webcast: "Ask the Experts: Schedule 13D and Schedule 13G Issues."

- Broc Romanek

January 11, 2010

Transcript Posted: "How to Implement the SEC's New Rules for This Proxy Season"

We have posted the transcript to one of most popular webcasts in recent memory: "How to Implement the SEC's New Rules for This Proxy Season."

We have also posted an updated "Sample Annual Timetable for Public Companies," one of our more popular sample documents.

RiskMetrics' New Summary: "Consolidated 2010 Voting Guidelines"

Last week, RiskMetrics posted this set of "Consolidated 2010 Voting Guidelines," a 72-page document that highlights the key aspects of the entirety of its voting policies. In comparison, the document RiskMetrics released in November highlights only the policy guidelines that were added or modified for 2010.

Webcast: "Disclosure Controls & Procedures: An In-House Perspective"

Tune in tomorrow for our webcast - "Disclosure Controls & Procedures: An In-House Perspective" - to hear Barbara Blackford of Superior Essex, Doug Chia of Johnson & Johnson, Carrie Darling of CareFusion, Josh DeRienzis of PSS World Medical, Cindy Grimm of Texas Instruments and Isobel Jones of Del Monte Foods discuss the evolution of disclosure controls and procedures at their companies, as well as the techniques by which they help train others in their organization in an effort to ensure inadvertent disclosures aren't made - and that disclosures are full and accurate when made.

Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don't renew today, you will be unable to access this webcast. Renew now for '10! [Here is our "Renewal Center" to better enable you to renew all your expired memberships and subscriptions.]

And then on Thursday, catch another TheCorporateCounsel.net webcast - "ESG Disclosures: Environmental, Climate Change, Social Responsibilities" - to hear Gail Flesher and Betty Moy Huber of Davis Polk, Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster, Brink Dickerson of Troutman Sanders and Jane Whitt Sellers of McGuireWoods discuss environmental, climate change and social responsibility disclosures and how companies are rethinking their approach to such disclosures.

- Broc Romanek

January 8, 2010

Y2K: It Was Real, Honest...

The passing into a new decade last week - combined with the announcement of the pending retirement of Senator Dodd - reminded me that it is a good time to address the Year 2000 scare in the securities law context, particularly for those youngsters who may not remember much of it. Back in '97 and '98, I was heavily involved with the SEC's Y2K efforts - both internally within the agency as well as pressuring companies to provide better disclosure.

In a nutshell, Senators Dodd and Bennett (as well as many others) pressured the SEC into being very proactive in pressuring companies to step up their Y2K efforts. As time was running short, their idea was to use disclosure requirements to gauge where companies stood with respect to being prepared. As a result, Corp Fin issued a controversial interpretive release in mid-1998, using Item 303 of Regulation S-K - ie. MD&A - as a tool to elicit disclosure about Y2K preparedness (note that yours truly is one of the contacts on the release).

This release was controversial because it used the "known uncertainties" component of Item 303 to make this strong statement: "We expect that for the vast majority of companies, Year 2000 issues are likely to be material." The SEC expected companies to disclose their state of readiness, preparedness costs, risk and contingency plans - even if some of those companies didn't believe any of this was material to them.

Many commentators thought this was a stretch for MD&A, and it probably was. But you have to understand that many companies were in the dark about the extent of their own Y2K issues. During 1998, I averaged 2-3 speaking gigs per month on the topic and it helped me learn how to handle a hostile audience. There were two types of hostile audiences: senior managers who didn't want to make this type of disclosure and IT folks who thought the SEC didn't go far enough (although many thanked the SEC for forcing their senior managers to finally pay attention to this important issue and give them the resources to combat it).

I still firmly believe that if the SEC had not taken this extraordinary step to force companies to more closely consider their Y2K risks, it would have been pure bedlam at the turn of the century. Of course, since not much transpired at when the clock struck midnight, the success of all those Y2K efforts is overshadowed by all the "hype" that now makes Y2K a laughing matter. But trust me, it was real - just like it is right now for 30 million Germans whose debit cards stopped working because they can't handle the digits "2010"...

And yes, I still owe Joe Babits a lunch because the world did not end ten years ago...

Speaking of Comment Letter Fatigue...

As we all have been engaged in writing oodles of comment letters this decade, it's natural that some would experience comment letter fatigue (a topic I touched upon recently in the e-proxy context). Apparently, this commentator has more fatigue than most...

The Fed's Guidance on Incentive Compensation

In this CompensationStandards.com podcast, Eleanor Bloxham discusses the Federal Reserve's proposed guidance on sound incentive compensation policies, including:

- What are the Fed Reserve's new guidelines?
- What is your own experience in implementing guidance from the Fed?
- What do you recommend that financial institutions do in response to the Fed's guidelines?

We recently posted the latest annual update of Alan Kailer's chapter regarding preparation of the executive compensation tables on CompensationStandards.com.

- Broc Romanek

January 7, 2010

Survey Results: D&O Questionnaires and Related-Party Transactions

Below are the results from a recent survey we conducted on the topic of your company's plans for this year's D&O questionnaire in the area of related-party transactions:

1. Regarding the level of related-party information that we request from directors and officers:
- We ask each D&O to inform us of any related-party transaction - 55.7%
- We ask each D&O to inform us of only those related-party transactions over $120,000 - 40.2%
- We ask each D&O to inform us of only those related-party transactions over $50,000 - 1.0%
- We ask each D&O to inform us of only those related-party transactions over $25,000 - 0.0%
- Other - 3.1%

2. Regarding the level of related-party information that we request from directors and officers:
- We ask each D&O to submit an annual list of their entire immediate family - 9.3%
- We ask each D&O to submit an annual list of their entire immediate family, including place of employment and any entities in which they own more than a specified amount - 21.7%
- We define "immediate family members" and provide a list of the company's subsidiaries and then ask each D&O to list any immediate family members doing business with these entities - 53.6%
- Other - 15.5%

3. Regarding how "complete" we require the list of immediate family members:
- We require each D&O to provide a complete list of each individual that falls under the definition of "immediate family members," regardless if there has ever been any contact with them (e.g., in-law living in another country) - 29.2%
- We request that each D&O provide a list of immediate family members they are in contact with and require an affidavit that there is no contact with other known "immediate family members" (egs. estranged child or hostile father-in-law) - 2.1%
- We do not require each D&O to provide a list of immediate family members; instead, we rely on the directors to self-report related-party transactions - 65.6%
- Other - 3.1%

4. Regarding the method(s) of due diligence review that we perform for related-party transactions:
- We rely solely on each D&O to alert us to any potential transactions - 32.0%
- We conduct a periodic review of SEC filings, Web search engines, and relevant web sites to update the lists of immediate family members provided by our D&Os - 0.0%
- We conduct a periodic review of our accounts payable and receivable for transactions with individuals on the list of immediate family members provided by our D&Os - 25.8%
- We distribute the lists of immediate family members to our business unit heads and require them to monitor for related party transactions - 2.1%
- All - or some combination - of the above - 27.8%
- Other - 12.4%

Please take a moment to respond anonymously to our "Quick Survey on Impact of Loss of Broker Nonvotes for '10 Proxy Season."

Profile: SEC Chair Schapiro's First Year

Here is a Bloomberg article that profiles SEC Chair Schapiro's first year in office.

Mailed: November-December Issue of The Corporate Counsel

The November-December issue of The Corporate Counsel includes pieces on:

- 2010 Proxy Season Items
- New SLAB Narrows 14a--8(i)(7) Ordinary Business "Risk" Exclusion
- Staff Says It Won't Necessarily Settle for Futures--Only Comments on Executive Compensation Disclosures--What That Will Mean For Issuers
- Other SLAB 14E Items
- A Few Thoughts on Proxy Access
- Can No Disclosure Be Good Disclosure?
- CFOCA Update
- More on Obtaining CFOCA Waiver Letters for Separate Financials of Acquired Businesses, Subsidiaries and Guarantors
- ABA Committee's Statement of Effect of the FASB Codification on Audit Response Letters
- The Staff's New Section 13(d)/(g) CDIs

Act Now: Get this issue on a complimentary basis when you try a 2010 no-risk trial today.

- Broc Romanek

January 6, 2010

Webcast: "Your Upcoming Compensation Disclosures - What You Need to Do Now!"

Tune in tomorrow for our CompensationStandards.com webcast - "The Latest Developments: Your Upcoming Compensation Disclosures - What You Need to Do Now!" - featuring Mark Borges, Alan Dye, Dave Lynn and Ron Mueller as they cover the new SEC rules that relate to executive compensation disclosures. Here is an outline of what will be discussed that you can print out in advance and take notes on.

Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don't renew today, you will be unable to access this webcast. Renew now for '10! [Here is our "Renewal Center" to better enable you to renew all your expired memberships and subscriptions.]

Don't forget today's TheCorporateCounsel.net webcast - "How to Implement the SEC's New Rules for This Proxy Season" - during which Marty Dunn, Amy Goodman, Ning Chiu, Howard Dicker and Dave Lynn will provide practical guidance on how to handle the new SEC rules that don't deal with compensation issues.

Sample Model D&O Questions for the New SEC Rules

In response to the SEC's new proxy disclosure requirements, Dave Lynn and Mark Borges have just finished sample model questions for your D&O questionnaire (and much more analysis) as part of the Winter 2010 issue of "Proxy Disclosure Updates." Here is a blurred copy of that 20-page issue to give you a sense of it.

You will receive a full copy of this issue, which is posted on CompensationDisclosure.com, immediately upon taking advantage of a no-risk trial to Lynn, Borges & Romanek's "Executive Compensation Service" for 2010 (which includes the just-mailed 2010 version of Lynn, Borges & Romanek's "Executive Compensation Disclosure Treatise and Reporting Guide").

FINRA Adopts New Private Offering Rule on Use of Proceeds

And here is one from Allen Matkins: "Private offerings of securities by a FINRA member firm or a control entity must comply with new disclosure and filing requirements and limitations on the use of proceeds. FINRA adopted new Rule 5122 to require FINRA member firms, and associated persons that engage in certain private placements of its own securities or the securities of a control entity, to comply with certain disclosure and filing requirements and limitations on the use of proceeds. The private placements subject to the new rule are known as Member Private Offerings or MPOs. FINRA adopted Rule 5122 to address concerns with regard to conflicts of interest in MPOs. Traditionally, MPOs have been excluded from the scope of existing FINRA rules that generally applied to public offerings."

- Broc Romanek

January 5, 2010

Webcast: "How to Implement the SEC's New Rules for This Proxy Season"

Tune in tomorrow for our webcast - "How to Implement the SEC's New Rules for This Proxy Season" - during which Marty Dunn, Amy Goodman, Ning Chiu, Howard Dicker and Dave Lynn will provide practical guidance on how to handle the new SEC rules that don't deal with compensation issues.

Renew Today: Since all memberships are on a calendar-year basis and expired at the end of December, if you don't renew today, you will be unable to access this webcast. Renew now for '10! [Here is our "Renewal Center" to better enable you to renew all your expired memberships and subscriptions.]

And then on Thursday, catch the companion webcast on CompensationStandards.com - "The Latest Developments: Your Upcoming Compensation Disclosures - What You Need to Do Now!" - featuring Mark Borges, Alan Dye, Dave Lynn and Ron Mueller as they cover the new SEC rules that relate to executive compensation disclosures.

Our Updated "Proxy Season" Practice Area

As we do every year, we have updated our "Proxy Season" Practice Area - including posting these memos & checklists that raise considerations for this proxy season.

By the way, Alan Dye has updated his popular "Section 16 year-end compliance checklist" on Section16.net.

Hearing from a Say-on-Pay Proponent

Recently, Cisco shareholders narrowly supported a say-on-pay proposal by a majority. In this CompensationStandards.com podcast, Julie Tanner of Christian Brothers Investment Services discusses the recent Cisco vote on say-on-pay and other CBIS activities, including:

- What were the results of your say-on-pay proposal on Cisco's ballot? How did that compare to last year?
- How does Christian Brothers select which companies to which it will submit shareholder proposals?
- What types of proposals has Christian Brothers submitted for the 2010 proxy season?
- Does Christian Brothers engage with companies before - or after - it submits shareholder proposals?

- Broc Romanek

January 4, 2010

Third-Party Review of Executive Compensation Practices

In this CompensationStandards.com podcast, Greg Taxin discusses Soundboard Review Services activities, including:

- Why was Soundboard founded?
- What opportunities for boards does Soundboard provide? How does it differ from what advisors do today?
- What is the diligence process that Soundboard undertakes to understand a company's executive compensation processes?
- What is the "opinion letter" that Soundboard provides at the end of its evaluation?

Heads Up: Change in Edgar Search Functionality

A while back, I blogged that the SEC had decided to name its "IDEA" tool so that it would become "Next-Generation EDGAR." The SEC has now posted a notice - which appears on their "Company Search" page - indicating that as of August 19th, Edgar filings will be accessed only by an Edgar script as the Idea script will no longer be operational. This change will be transparent to most users, but bookmarked links to previous filing searches or RSS feeds may be broken and will need to be recreated. As Jim Brashear of Haynes & Boone remarked to me: "What's comes after the "Next-Generation EDGAR System"? "Next-Next Generation"?

As an aside, now that XBRL has been mandated for some larger companies, sites that display SEC filings in a more user-friendly way than the SEC are springing up. For example, check out XBRLCloud.com, which includes a list of the number of errors in each XBRL filing. And this "SEC Data Guy" Blog is helping to further explain what "errors" really are in XBRL filings. I must say, this stuff is confusing...

Our January Eminders is Posted!

We have posted the January issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

- Broc Romanek