TheCorporateCounsel.net

November 27, 2012

SEC Chair Schapiro to Step Down; Elisse Walter Will Serve as Chair

Given the number of rumors about SEC Chair Mary Schapiro departing over the past few months (see last week’s rumor – here are the latest rumors about a successor), it’s no surprise that the Chair announced yesterday that she was stepping down on December 14th. Even though most mass media articles have gotten it wrong, Commissioner Elisse Walter will serve as Chair until a “longer term” successor is found – her appointment doesn’t require Senate approval because it previously confirmed her as a Commissioner. [Note that I made corrections to this blog in midday - explanation to follow tomorrow about Elisse's status.]…

Does this mean that rulemaking will cease? No. Might it slow down? Likely, particularly given the 2-2 split among the four remaining Commissioners along party lines…

Funny Errors: Inside SEC Filings – And On The SEC’s Site Too

Recently, I blogged about some pretty funny errors made in SEC filings. But as Keith Bishop blogs – in an entry entitled “The SEC’s Form 10-K: ‘In Endless Error Hurled‘” – sometimes even the forms themselves have minor errors.

And a member recently pointed out this “helpful information” that is listed on right side of the SEC’s “Company Search” page related to Edgar:

“The SEC does not require companies that are raising less than $1 million under Rule 504 of Regulation D to be “registered” with the SEC, but these companies are required to file a Form D with the SEC. The Form D serves as a brief notice that provides information about the company and the offering.”

Clearly, this bullet was not drafted by someone in Corp Fin as the member who noticed this snafu wrote this note to me:

When did companies have to start registering with the SEC under the ’33 Act? Here I thought it was the offers and sales that had to be registered. And, does this mean that companies raising more than $1 million under, for example, Rule 506 have to be “registered” with the SEC. I don’t think so.

Our New “Preliminary Proxy Statements Handbook”

Spanking brand new. Posted in our “Preliminary Proxy Statements” Practice Area, this comprehensive “Preliminary Proxy Statements Handbook” provides a heap of practical guidance about Rule 14a-6(a). This one is a real gem – 19 pages of practical guidance.

- Broc Romanek