TheCorporateCounsel.net

February 17, 2010

CDIs: Corp Fin Issues Six More on the SEC’s New Rules

With the federal government finally open yesterday (albeit two hours late) in DC, Corp Fin issued six more Compliance & Disclosure Interpretations on the SEC’s new rules. They include:

- Item 401 – New Question 116.07
- Item 402(a) – New Question 117.05
- Item 402(c) – New Question 119.21
- Item 402(c) – New Question 119.22
- Item 402(c) – New Question 119.23
- Form 8-K’s Item 5.07 – New Question 121A.01

More Samples: Companies Complying with the SEC’s New Rules

Last Thursday’s blog listing companies that have filed proxy materials under the SEC’s new rules was popular – here are some more samples that either members informed me about or that I dug up myself:

- Weyerhauser Company
- Synovus Financial Corp.
- AGL Resources
- Huntington Bancshares
- Signature Eyewear
- NetSol Technologies
- Champion Industries
- Frederick’s of Hollywood
- Schlumberger Ltd.
- MDU Resources Group
- Covidien Public Limited Company
- Eli Lilly

Thanks to Ken Wagner of Peabody Energy Corp. and Matt Tolland of Wilson Sonsini for pointing some of these new ones out! We should be seeing a lot more proxy statements filed going forward. One member notes that in reading the first batch of filers, it is interesting how companies define “diversity.” Some don’t include gender in that definition, some do. I’m sure we will see surveys on this point at the end of the proxy season.

In his “Proxy Disclosure Blog,” Mark Borges continues to provide detailed analysis of the new proxy statements as they roll in.

Proxy Access: Where Are We?

Last Friday, I blogged about the 50,000-plus comment letters the SEC has received on proxy access over the years. That led a number of members to ask if the SEC was still considering their current access proposal. I believe the answer is “yes,” as all recent statement publicly made by folks from the SEC indicate that they are still “hopeful” that they are on track to consider voting on something this Spring.

Of course, we still don’t have any idea what a final rule may look like. This recent Reuters interview with Commission Aguilar indicates that he is not in favor of watering down the existing proposal by allowing companies to opt out.

Farewell to Loretta Griffin

I’m sad to inform you that Loretta Griffin, beloved secretary in Corp Fin for many years recently passed away. Loretta served in the Office of Chief Counsel and always had a smile on her face. Many of you don’t realize it, but you interacted with Loretta whenever you left a voicemail for OCC as she was one of the folks that assigned your call to one of the attorneys in the group. We will miss you Loretta – our condolences to her family and friends.

- Broc Romanek