TheCorporateCounsel.net

August 29, 2011

Corp Fin Comments on Fracking: A Special Disclosure Review Project?

Last week, the WSJ ran this article about how Corp Fin is peppering oil & gas companies with comments about fracking. Members were quick to ask: “Is Corp Fin pulling the ’34 act reports for all oil & gas companies as part of a special targeted review project?”

Personally, I don’t think that these is a “special” review project and that these comments are being delivered in the normal-course review process. Clearly, this has been a big topic for the oil and gas industry for some time. For example, the Interfaith Center on Corporate Responsibility ran this press release on Friday noting the WSJ article and that an investor coalition has been pressing 2 dozen companies on this issue through shareholder proposals since ’09. So it’s become a high profile issue and perhaps Corp Fin’s actions will help head off any Congressional action in this area.

Here are some random examples of comment letters that Corp Fin has sent recently:

- ExxonMobil
- Lone Pine Resources
- Bill Barrett Corp.
RPC
- Cabot Oil & Gas

Proxy Access: CII Urges SEC to Appeal Court Decision

As noted by Ted Allen in ISS’s Blog, the Council of Institutional Investors has sent this letter to SEC Chair Schapiro urging the agency to seek an en banc rehearing from the full US Court of Appeals for the D.C. Circuit over the adverse decision by a 3-judge panel of the DC Circuit Court last month. The SEC has until September 6th to decide whether to appeal the Business Roundtable/Chamber of Commerce case.

More Thoughts on Proxy Access and Judicial Review

I’ve blogged several times recently about the DC Circuit’s proxy access decision in the Business Roundtable/Chamber lawsuit and its implications far beyond proxy access. Here’s some thoughts on the topic – as well as proxy access itself – from Prof. Larry Hamermesh of the Widener University School of Law, fresh off his stint as a Corp Fin Fellow at the SEC.

- Broc Romanek