TheCorporateCounsel.net

Yesterday, President Bush nominated Congressman Christopher Cox – a former securities lawyer at Latham & Watkins – to be the new Chairman of the SEC. Senate confirmation is still required. Here is the White House press release with the remarks of President Bush and Representative Cox.

A number of members asked me yesterday if Chairman Donaldson was asked to resign by President Bush, as Donaldson consistently sided with the two Democratic Commissioners in 3-2 Commission votes and there has been widespread criticism by many over the costs of implementing internal controls (plus the recent SEC budget crisis didn’t help). Your guess is as good as mine – but the Commission is supposed to be an independent agency and I would hope the President wouldn’t meddle in the SEC’s affairs.

As far as I can tell, this is the first appointment of a sitting member of Congress to the Commission. Here is a Forbes article painting the incoming Chair as pro-business; here is an article from Bloomberg that provides a number of differing opinions on the appointment. The front pages of the NY Times and WSJ also have detailed profiles of the incoming Chair and much commentary about what others think.

More on the SEC’s New HQ Address

Earlier this week, I blogged about the SEC’s new address – but this was for purposes of sending courtesy copies to the SEC Staff. Pursuant to Item 101(e)(2), it is still a specific disclosure item that companies must include the following in various SEC periodic reports and registration statements:

“That the public may read and copy any materials you file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW., Washington, DC 20549. State that the public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. If you are an electronic filer, state that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov).”

Since the rule still refers to the old address and the SEC hasn’t issued an alert or changed the rule formally, I believe issuers should go ahead and keep using the old address for this and other purposes. There are several examples of companies (at least 40 filings) that have included the new address in filings made in the last couple weeks, but a quick and random review of twenty S-3 filings made yesterday showed that only 1 out of 20 used the new address, while 19 still listed the old address (thanks to Amy Seidel for this data!).

Even though Corp Fin has moved to the new building, other offices still haven’t moved – although the move is now being accelerated in an effort to save money in light of the SEC’s budget crisis.

SEC and DOL Jointly Issue “Tips” for Plan Fiduciaries

The Department of Labor and SEC have jointly published tips to assist fiduciaries of employee benefit plans in reviewing conflicts of interest of pension consultants: “Selecting and Monitoring Pension Consultants: Tips for Plan Fiduciaries.” The tips are questions for plan fiduciaries to ask pension consultants, developed by the DOL and SEC “to assist plan fiduciaries in evaluating the objectivity of the recommendations provided, or to be provided, by a pension consultant.” Also, some guidance is provided following each question.

Bob Woodward on “Deep Throat”

Maybe it’s my “inside-the-beltway” outlook on life, but I was fascinated with this four-page article in the Washington Post yesterday by Bob Woodward, in which he explains – in nitty-gritty detail – how he came to know Mark Felt and the events that led to the series of Washington Post articles that brought down President Nixon.