TheCorporateCounsel.net

Monthly Archives: October 2010

October 29, 2010

The Debate Over ISS’s Role: Imagine a World Without

When it comes to ISS and the other proxy advisory firms, there certainly are many strong opinions and views. And the SEC’s proxy plumbing project has brought those to the fore. But even before a back-and-forth debate arose over this CNBC article, I recognized the article for what it is – a mass media piece written by someone without a background in the topic – and I tweeted as such.

For starters, I question the veracity of nearly every other premise in the article. There are an increasing number of proxy contests? I don’t think so. Mutual funds began using proxy advisory services in earnest only after the SEC’s 2003 rule that required disclosure of their voting records? Nope. The author mistakenly thinks the demand for proxy advisory services relates to regulations adopted this decade – but the reality is that institutions have been heavily relying on them ever since the first advisory firm was founded after the DOL’s 1988 Avon letter. I would even go as far as to challenge this tenet of the article – that investors are relying more on proxy advisory firms than ever before. I have no hard facts to support this – but anecdotal evidence indicates that the opposite is true: institutions increasingly are choosing to vote their shares relying more on their own analysis.

I do agree with the article’s last words: “We should at least worry that their advice might fail just like the advice of the credit ratings agencies failed.” But my concerns are probably different than those harbored by the article’s author. So far, ISS has wielded its influence remarkably responsibly – unlike the failings of the credit rating agencies, whose blind-eye actions were a major factor in facilitating the recent financial crisis. Regardless of whether you agree with ISS’s views, it is hard to dispute that ISS has done more to effectuate change in corporate governance practices over the past decade than all other movers and shakers combined. Year after year, ISS raises the bar on what it believes are governance best practices. Again, this is something hard to dispute even if you don’t agree with their view on what are best practices.

My big concern these days is that ISS was sold – yet again – earlier this year, and is rumored to be on the block once more. I worry about ISS being capable of being fully supported by a parent and it’s ability to retain good people (Chris Young already has departed as head of ISS’s M&A advisory unit). I worry that ISS won’t have the resources to do a good job and that their reports will be filled with many errors – and that they will be too short-staffed to take corrections on a timely basis. I worry that a new acquiror might change ISS policies in ways that we can’t imagine. That is what CNBC should be writing about.

But the bigger issue perhaps is what type of world would we have without ISS? Does the corporate community really want to navigate a proxy season in which it must keep track of a set of diverse voting policies from all of their numerous holders? Will companies provide the additional resources to the corporate secretary’s office necessary to conduct this important task? Remember that so few companies have failed to earn majority support for say-on-pay in the United Kingdom because the proxy advisors there drive the process in a way that companies know what likely will pass – and what won’t. Without ISS, we may be looking at the Wild West here and companies could well be operating in the dark heading into their annual meeting as to what the outcome will be.

On the other side of the coin, do beneficial holders want to bear the costs of institutions beefing up their woefully understaffed proxy committees? This is the real reason why many institutions rely on ISS – cost savings. They don’t want to spend the money it takes to analyze proxy materials and make the decision about how to vote. Unlike what CNBC wrote, this is why institutions look to proxy advisory firms – and this is why the DOL wrote the Avon letter in the first place (before that letter, very few institutions bothered to vote).

Note that challenges to the CNBC article have been mounted by Andrew Clearfield in the comments to this blog – also see these thoughts from Nell Minow, one of the original leaders of ISS (you might also want to read Nell’s proxy plumbing comment letter).

CNBC’s John Carney then tries to rebut this criticism in this follow-up piece. He bizarrely claims – by citing an academic paper – that ISS’s influence is overstated. Not sure how this supports his original thesis? Anyways, I disagree with that paper’s conclusion that ISS controls 6-10% of the average vote. In practice, I believe most proxy solicitors – and companies – would opine that percentage should be doubled or even tripled.

For what it’s worth, I provided a clear description of how the ISS process works in our July-August 2010 issue of The Corporate Counsel. I wrote that piece because I had never seen anyone explain in detail what is involved – and knowing that is more important than ever now that we have mandatory say-on-pay.

Time to Comment on ISS’s Policies: Time to Speak Up

On Wednesday, as noted in this press release, ISS opened the comment period for it’s 2011 policies, as it has for the past several years. Here is their policy gateway where you can input your views.

The comment period is short – ending on November 11th. Given the importance of this proxy season, this would be a good time to get involved if you haven’t before. ISS expects to release its 2011 policy updates in late November. Pat McGurn will discuss those during his annual webcast with us on January 27th.

More on “The Mentor Blog”

We continue to post new items daily on our 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:

- Analysis: Whether to Regularly Distribute Board Materials to Independent Auditors?
- Why Blogs Ought Not Drive Traffic to Your Law Firm’s Website
- Florida Pension System Calls for Majority Voting
- Film Review: “Wall Street – Money Never Sleeps”
- Delaware Chancery on Privilege Logs and How to Avoid Waiver by Insufficient Detail in a Privilege Log

- Broc Romanek

October 28, 2010

FASB: Proposed Loss Contingency Standard Won’t Apply to Calendar Year-End Form 10-Ks

Here is news from Davis Polk: At its open meeting yesterday, the FASB advised that calendar year-end companies will not be required to comply with the FASB’s proposed new loss contingency disclosure standards in their 2010 Form 10-Ks. The FASB indicated that it does plan to conduct redeliberations on the proposed standard at a future meeting.

The FASB first proposed amendments to its loss contingency disclosure standards in July 2008. Its first proposal met significant opposition due to concerns that it would require disclosure of information that could be prejudicial in litigation. In July 2010, the FASB proposed a revised new loss contingency standard which it had planned to finalize by year-end but commenters voiced the same concerns about this new proposal–mainly that the new standard would require the disclosure of prejudicial information.

Proxy Plumbing: An Interesting Phenomenon

Last week, I posted a “cute” poll on this blog asking about the reasons why you may not have submitted a comment letter to the SEC. 40% said they were too busy with Dodd-Frank; 21% said they were too busy with their Halloween costume; 13% said they don’t comment on concept releases, just proposals and 27% said they had been assimilated.

For this project of the SEC, an interesting phenomenon has arisen. A number of sites and blogs have been created just on this topic – see ProxyPlumbing.com(catch the customized search engine for the plumbing comment letters in the latest entry) and ReformtheProxySystem.com. Somewhat unprecedented and I believe a true harbinger of things to come. Falls in line with my prediction that many more of us will one day be bloggers – and that solicitations for annual meetings will someday be waged much more online…

Dodd-Frank: Repeal of Provision Protecting SEC Exam Confidentiality from FOIA

Before Congress broke for the upcoming election, it took action to repeal Section 929I of Dodd-Frank. Section 929I had amended the 1934 Act to provide the SEC with authority to protect information gathered under its examination authority from both public disclosure under the Freedom of Information Act and disclosure in response to subpoenas in litigation. Just days after the SEC issued guidance concerning how it would apply that provision, Congress repealed Section 929I – despite testimony from SEC Chair Schapiro that the provision would enhance the SEC’s ability to conduct timely and comprehensive examinations. We have posted memos regarding the repeal in our “FOIA” Practice Area.

The SEC’s interpretation of FOIA has not been popular recently. For example, see this NY Times article entitled “Stonewalled by the SEC.” Also see Keith Bishop’s blog about CalPERS and the California Public Records Act.

- Broc Romanek

October 27, 2010

Dave & Marty on Engagement, SOP Transition, Repurchases and Bob Seger

In this podcast, Dave Lynn and Marty Dunn engage in a lively discussion of the latest developments in securities laws, corporate governance, and pop culture. Topics include:

- Engagement with shareholders conducting letter-writing campaigns
- The SEC’s transition guidance for Say-on-Pay
- Considerations with implementing share repurchase programs

Dodd-Frank: SEC Solicits Comment on Transnational Securities Fraud Study

Yesterday, the SEC posted this request for comment for its mandated study on the extent to which private rights of action under the antifraud provisions of the 1934 Act should be extended to cover transnational securities fraud (ie. revisiting the extraterritorial scope that was limited by the Supreme Court in Morrison v. National Australia Bank earlier this year). This “Foreign-Cubed” securities class action study is required under Section 929Y of Dodd-Frank – comments are due by February 18th.

Poll: Bob Seger, Yes or No?

This week, you can participate in Dave & Marty’s off-topic discussion through this anonymous poll:

Online Surveys & Market Research


- Broc Romanek

October 26, 2010

FINRA Revises Policy on Free Writing Prospectuses

Last week, FINRA issued Regulatory Notice 10-52 relating to free-writing prospectuses – which partially revises a prior ’06 NASD interpretation – to require that FWPs distributed by a broker-dealer in a manner reasonably designed to lead to a “broad unrestricted dissemination” be subject to FINRA’s rules regulating broker-dealer communications with investors (NASD Rules 2210 and 2211). The prior interpretation had excluded FWPs from those rules. It appears that this change in interpretation is immediate.

FINRA states that it is following guidance provided by the SEC as to the scope of the term “broad unrestricted dissemination” – and that the term would include posting FWPs on an unrestricted website or releasing them to the media; whereas it would not include posting FWPs on a restricted website or sending the FWP directly to the broker-dealer’s customers (regardless of the number of customers). The Notice sets forth an example in Endnote 6 that broker-dealers would be required to file a FWP for a public direct participation program within 10 business days of first use.

Note that – as set forth in Endnote 7 to the Notice – FINRA is not withdrawing prior interpretations from ’06 regarding:

- FWPs are exempt from the provisions of NASD Rules 2210 and 2211, as the case may be, if the FWP is not distributed in a manner reasonably designed to lead to broad unrestricted dissemination; and

- FWPs are not subject to the filing requirements of FINRA Rule 5110 or NASD Rule 2720 (to be renumbered FINRA Rule 5121).

There are some funny ones among these New Yorker cartoons, including the one about three financial experts and a jerk. And here are the WaPo’s top quotes from Rocky & Bullwinkle – the creator passed away last week.

Corp Fin Director Meredith Cross Speaks on the Division’s Rulemaking Schedule

On Friday, Corp Fin Director Meredith Cross delivered this speech, explaining the upcoming – and hectic – rulemaking schedule for the Division of Corporation Finance. The timeline is not any different than what was previously spelled out – but it does help to get some gloss on this important topic. It’s Meredith’s first posted speech since she took office.

Dissecting the Modern Poison Pill

We have posted the transcript from the recent DealLawyers.com webcast: “Dissecting the Modern Poison Pill.”

- Broc Romanek

October 25, 2010

The SEC’s “Final” Five-Year Strategic Plan

Last week, the SEC released its final 50-page strategic plan for the next five years – 2010 through 2015 – as required by the Government Performance and Results Act of 1993. A draft of the plan was issued last October, at which time I blogged about how I dislike five-year horizons for any plan since unforeseen events often change priorities and needs (and here is my blog about the SEC’s prior strategic plan).

A quick perusal of the strat plan doesn’t reveal anything earth-shattering. On pages 6-8, the limits of the SEC’s resources – and limited budget – are explored. The Corp Fin-related content mostly is on pages 21-24 and pages 32-35. It appears there will be a survey conducted by the SEC regarding the quality of disclosures and the SEC’s disclosure requirements (a topic that I recently tackled on “The Mentor Blog“). The influence of the new Investor Advisory Committee is felt on pages 36-38.

A New SEC Comment Letter Service: Comment-by-Comment

In this podcast, Ganesh Rajappan of LogixData provides some insight into how LogixData’s SEC comment letter service works (here is a demo), including:

- How does LogixData’s comment letter database differ from the existing databases out there?
- How many SEC comment letters are in your database?
- Can you give an example of how a customer might use the ability to search for comments issued by a specific Corp Fin examiner?

PCAOB “Bars from Association”: A Vague and Ambiguous Standard

It’s great to see more securities lawyers entering into the blogosphere. Michael MacPhail of Holme Roberts has been blogging in his “Securities Defense Blog” about PCAOB investigations, including this one about a potentially vague standard to be barred from practicing before the PCAOB.

- Broc Romanek

October 22, 2010

SEC Brings Reg FD Action for “Signaling” Analysts

Yesterday, the SEC settled Reg FD enforcement charges against Office Depot and two of its executives after they selectively conveyed to analysts and institutional investors that the company would not meet analysts’ earnings estimates. This is another case brought due to its unique circumstances indicating that “signaling” was going on, without overt statements being made. As noted in this Davis Polk memo, the settlement “is distinctive because the challenged statements appear to have been crafted – unsuccessfully, as it turned out – to walk the FD compliance line by avoiding express references to changes in the company’s business.”

It’s the third Reg FD enforcement action from the SEC in a year, after a four year hiatus. And it makes it a dozen Reg FD enforcement actions that the SEC has brought since Reg FD was adopted a decade ago – see the list in our “Regulation FD” Practice Area.

Congrats to my good friend Brad Bennett for being named FINRA’s Enforcement Head yesterday – that’s one strong cowboy…

Winn-Dixie Fails to Exclude Annual “Say-on-Pay” Proposal

Here is news from Ted Allen of ISS:

The SEC staff has rejected a no-action request by Winn-Dixie Stores to omit a proposal from Schultze Asset Management that seeks an annual “say on pay” vote. The Florida-based grocery retailer argued that it had “substantially implemented” the proposal because its board adopted a governance policy in July that calls for a biennial vote on compensation. Winn-Dixie plans to hold its first advisory vote at its 2010 annual meeting on Nov. 10. The staff of the SEC’s Corporation Finance Division did not agree, noting: “We are therefore unable to conclude that Winn-Dixie’s policies, practices, and procedures compare favorably with the guidelines of the proposal such that Winn-Dixie has substantially implemented the proposal.”

The staff ruling is potentially significant because many U.S. companies likely will seek to hold less frequent advisory votes after the 2011 proxy season, and some activist investors may continue to use shareholder resolutions to press for annual votes. The Dodd-Frank Act requires U.S. issuers to hold a pay vote at their first annual meeting after Jan. 21, 2011, and directs companies to conduct a vote on the frequency of future pay votes at that meeting (and then once every six years). Given this mandated vote on frequency, companies may have better luck in their efforts to exclude similar shareholder proposals next season. However, the SEC may rule differently on 2012 proposals when a frequency vote will not be on corporate ballots.

Our “Q&A Forum”: The Big 6000!

In our “Q&A Forum,” we have blown by query #6000 (although the “real” number is much higher since many of these have follow-up queries). I know this is patting ourselves on the back, but it’s over eight years of sharing expert knowledge and is quite a resource. Combined with the Q&A Forums on our other sites, there have been over 19,000 questions answered.

You are reminded that we welcome your own input into any query you see. And remember there is no need to identify yourself if you are inclined to remain anonymous when you post a reply (or a question). And of course, remember the disclaimer that you need to conduct your own analysis and that any answers don’t contain legal advice.

- Broc Romanek

October 21, 2010

More on “The Boston Globe’s Scoop: Many Companies Can’t Do the Executive Pay Math”

Not surprisingly, I received quite a bit of member feedback on my recent blog about the Boston Globe article that found many companies incorrectly totaling the amounts in their Summary Compensation Tables. Others are blogging about this story too, such as this entry from Mark Borges in his “Proxy Disclosure Blog.”

Here is a useful response from Jim Brashear of Zix Corporation:

I copied the summary compensation table from one of the SEC filings cited in the recent Boston Globe article on math errors in proxy statements, and I pasted it into this Word document. I wondered if the addition errors could have been avoided by some simple changes to how the Word tables were formatted. Avoided at least while the issuer and its counsel are working on the document in Word, before it gets handed off to the printer and is reformatted.

A lot of lawyers don’t know that you can use Word tables very much like Excel spreadsheets. It’s particularly easy to sum columns and rows of adjacent cells that all contain numbers. If there are intervening cells that are empty or have non-number characters, it’s a bit more complicated to sum the cells, but it can still be done.

In my Word document, the top table is straight from the SEC filing (only names redacted). The bottom table shows how I cleaned up the table to remove the cell “padding”, replaced the dashes with zeros and, most importantly, inserted into the far right column a formula that calculates automatically the sum of the columns to the left. (I left one blank column between Year and Salary so that the formula would not add the year date to the compensation amount.

Inserting a formula is done in Word from the Table menu by selecting Formula. Word will even suggest the correct formula – in this case “=SUM(LEFT)”. Then, the author selects the Number Format to display $ and the commas (delete the cents if you don’t want them). Voila, no more simple addition errors! If there are changes to numbers in the table, you may have to refresh the formula cells by selecting them and pressing F9 – but that refresh happens automatically when the document is printed.

And here is a follow-up from a member: While this would work, since most company’s external reporting departments already prepare the tables in Excel, all you need to do is copy the Excel table in Excel and then paste it into the Word document at the proper location. You can even re-open the table in the Word document while in Word and edit the Excel spreadsheet.

By the way, here is a follow-up article from the Boston Globe that includes some quotes from a SEC spokesperson. I agree with the thoughts in the article from Lynn Turner that it would be impossible for Corp Fin Staff to be involved in checking the math when conducting their disclosure reviews. For me, not only is it impossible, it is impractical. Who would ever think that the team of folks that draft disclosure documents wouldn’t bother to check the math…and is Corp Fin expected to foot every row and column of numbers in the financials too when a filing is selected for review?

The Wall Street Jargon iPhone App

In this podcast, Kirk Davenport of Latham & Watkins describes his firm’s new iPhone application, including:

- What is the Wall Street jargon app?
- How long did it take to create?
- Have there been any surprises since it was launched?

More on our “Proxy Season Blog”

With the proxy season gearing up once more, 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:

- Gadflies Get Press
- Proxy Plumbing: First Salvos
- Fortune Uses Proxy Democracy to Question Vanguard
- Corp Fin to Issue Rule 14a-8 Staff Legal Bulletin Before ’11 Season
- Proxy Season Review: Majority-Supported Proposals

- Broc Romanek

October 20, 2010

The SEC’s Proxy Plumbing Project: Comments Due Today

Comments are due today on the SEC’s concept release regarding reform of the proxy processing system, although I’m sure the SEC will look at your comment letter if it’s only a few days late. Out of the 90 or so comment letters submitted so far, here already have been a number of interesting letters submitted, including these:

- Council of Institutional Investors

- Broadridge (and here is a second letter from them)

- Computershare/Georgeson

- Carl Hagberg

- Chamber of Commerce

- IBM

- Johnson & Johnson

- Glass Lewis

- Nell Minow

There often is a short lag between when comment letters are submitted and when they are posted on the SEC’s site – so I’m sure we will see many more posted in the days to come…

One topic that is being commented upon is whether the cost and burden of tagging proxy statement disclosures in XBRL outweigh the potential benefits. Personally, I don’t see tagging of that type of data being too useful – and I worry that it only feeds the reliance on peer group surveys when setting executive and director compensation (eg. use of datapoints from compensation tables without taking into account the nuances of the circumstances).

White Paper: Transfer Agents Target Broadridge

To provide input for the SEC’s proxy plumbing project, the Securities Transfer Association (known as the “STA”) released a White Paper last week on the differences in issuer costs between the current model and a proposed one in which proxy distribution services would be subject to more market competition. The White Paper compares actual invoices and the average pricing used by transfer agents in handling proxy processing services – and found that the average cost savings for different types of issuers ranged substantially (from 20-70%) under their proposed model.

Poll: Reason for Not Submitted a Proxy Plumbing Comment Letter

Given how busy folks are – and how many Dodd-Frank proposals we will need to comment upon – I can understand why only 90 comment letters have been submitted so far on the SEC’s proxy plumbing concept release. Here is an anonymous poll to survey why you haven’t submitted a letter:

Online Surveys & Market Research


- Broc Romanek

October 19, 2010

SEC Proposes Rules for Say-on-Pay and Golden Parachutes

Yesterday, the SEC posted two proposing releases – one for say-on-pay and golden parachutes and the other for institutional investment managers reporting how they voted on executive compensation and golden parachute arrangements. Here’s the SEC’s press release – and here is analysis of the proposals from Mark Borges’ “Proxy Disclosure Blog.” We will post memos analyzing these proposals in CompensationStandards.com’s “Say-on-Pay” Practice Area.

Note that these proposals weren’t a product of an open Commission meeting. The SEC smartly issued this set of proposals without the fanfare of an open meeting, which is not required if all of the Commissioners sign an order (ie. seriatim). Probably since these proposals are required by Dodd-Frank – and time is of the essence – the SEC went with what used to be the traditional route of getting a proposal out of the SEC (more recently, nearly all proposals are the product of open Commission meetings; it wasn’t that way a decade ago).

Say-on-Pay: What Should September 30th Fiscal Year End Companies Do?

You may recall that Dodd-Frank requires that say-on-pay must be included in proxy statements relating to a company’s first annual or other meeting of shareholders occurring on or after January 21, 2011 – regardless of whether the SEC has adopted final rules by then (that’s just for say-on-pay; the golden parachute provision is not self-executing and the SEC states that provision won’t apply to companies until it finalizes those rules). The comment deadline for both rulemakings is November 18th – so it will be a tight squeeze for the SEC to adopt final rules by January 21st (but it is doable).

I have been hearing from a number of companies with 9/30 fiscal year ends that were freaking out because they didn’t have SEC guidance on a number of issues. Now, they have some guidance – even though it isn’t final. One big issue for these companies related to their proxy preparation schedule because they didn’t have any relief from the preliminary proxy filing requirements yet. Fortunately, in the SEC’s proposing release, the SEC does provide some relief on page 65. Here is that excerpt:

Rule 14a-6 currently requires the filing of a preliminary proxy statement at least ten days before the proxy is sent or mailed to shareholders unless the meeting relates only to the matters specified by Rule 14a-6(a). Until we take final action to implement Exchange Act Section 14A, we will not object if issuers do not file proxy material in preliminary form if the only matters that would require a filing in preliminary form are the say-on-pay vote and frequency of say-on-pay vote required by Section 14A(a).

In the proposing release, the SEC also states that these companies are permitted to conduct the frequency vote on the basis of the proposed four choices – every year, every two years, every three years, or abstain.

The ‘Former’ Corp Fin Staff Speaks on Proxy Access & Dodd-Frank

This is a “biggie.” Tune in tomorrow for the 75-minute webcast – “The ‘Former’ Corp Fin Staff Speaks on Proxy Access & Dodd-Frank” – to hear former Senior Staffers Brian Breheny of Skadden Arps; Marty Dunn of O’Melveny & Myers; John Huber of Latham & Watkins; Brian Lane of Gibson Dunn and Dave Lynn of TheCorporateCounsel.net and Morrison & Foerster weigh in on what do now that the proxy access rules are stalled, plus analysis of all the latest from the SEC’s Corp Fin on Dodd-Frank related-matters – including say-on-pay and more. If you’re not yet a member of TheCorporateCounsel.net, try a no-risk trial for 2011 and gain access to this webcast for free.

- Broc Romanek

October 18, 2010

Reg FD Repeal: The Rating Agencies Evolve Their Approach to Confidentiality Agreements

In the wake of the SEC’s adoption of a rule change to Regulation FD that carries out the repeal of the rating agency exemption – as dictated by Dodd-Frank – I conducted a poll about how companies would try to handle rating agency communications going forward. The poll results showed that 53% would try to negotiate stand-alone agreements with the agencies – with 23% being comfortable relying on the internal confidentiality policies of the agencies (15% were too busy with access to know about the rule changes; 13% said “what me worry?”).

Initially after the repeal, the major rating agencies had differing approaches as to whether they would enter into confidentiality agreements (most would upon request; but some wouldn’t) – but during the past few days, it seems that they have all come around to routinely including uniform confidentiality agreements into their agreements with issuers going forward. It doesn’t appear that the rating agencies are willing to negotiate the terms of their uniform agreements – but I have heard that they may be willing to responded to questions with “interpretations” that may be helpful. (So for those keeping track of this fluid situation, these statements from Moody’s and Fitch appear to be old news already).

Does it matter that companies enter into a confidentiality agreement with a rating agency? I think so. I recently polled my advisory board about whether they have ever heard of circumstances where a rating agency has leaked confidential information – and I did hear of a few aberrations where it did happen. So getting some extra protection beyond an agency’s own code of conduct seems like a smart thing to do…

As noted in some of the memos posted in our “Regulation FD” Practice Area, some rating agencies have issued statements that say that they believe that Reg FD doesn’t apply to them notwithstanding the exemption repeal dictated by Dodd-Frank.

SEC Seeks Comment Ahead of Internal Controls Study

Last Thursday, the SEC posted this request for comment ahead of a study mandated by Section 989G(b) of Dodd-Frank regarding how the SEC could reduce the burden of complying with Section 404(b) of Sarbanes-Oxley for companies with a public float between $75 million and $250 million. The study seeks to determine whether Dodd-Frank’s exemption for companies with a float under $75 million should be extended to more companies – and it must be completed within nine months of Dodd-Frank’s passage.

The SEC’s request identifies 23 specific items for comment. This new study was mandated notwithstanding the SEC’s Office of Economic Analysis publishing a 139-page study on the same topic last October…

More on “The Mentor Blog”

We continue to post new items daily on our 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:

- RealNetworks’ Rule 10b5-1 Trading Plan Disclosure
- Diversity in the Boardroom is Important and, Unfortunately, Still Rare
- Insider Trading and Suspicious Trading, Not the Same
- Marty Lipton’s “The Spotlight on Boards”
- SEC Approves PCAOB Disciplinary Order

- Broc Romanek