TheCorporateCounsel.net

On Friday, I attended the annual ABA Fall Meeting for the Business Law Section. For the “Corp Fin Director’s Dialogue,” Director Keith Higgins brought a handful of other Staffers to join him. Not surprisingly, nary a word was said about the timing of any rulemakings. Given a new GOP Senate, I think it’s hard to predict when things will happen – even if you’re working inside the agency. I’m sure that is frustrating to those working on the rules.

Disclosure effectiveness continues to move inside the Division and comment letters are rolling in (see this nice recap of the ABA’s comment letter by Morgan Lewis). Keith made a plug for folks to voluntarily step up and improve their disclosure on their own, noting the memos issued by audit firms in recent months (they’re posted in our “Disclosure Effectiveness” Practice Area).

One noticeable thing glancing at the senior Corp Fin Staffers on the panel – they’re younger on average than they used to be given a number of high profile retirements this year (and certainly younger than most of the crowd at the ABA event)…

At lunch, Enforcement Director Andrew Ceresney gave this speech about the state of his Division.

Disclosure Effectiveness Initiative: Let The Games Begin!

Last month, Corp Fin Director Keith Higgins delivered this speech regarding the SEC’s disclosure effectiveness project. It provides a good overview of how the initiative is shaping up.

Meanwhile, George Washington University School of Business has wrapped up its own “Initiative on Rethinking Financial Disclosure” for which teams of graduate students were challenged to improve 10-K disclosure – with the winning team’s proposal submitted to the SEC as part of the disclosure effectiveness project. A lot of big names in our field were involved including former SEC Chair Harvey Pitt on the advisory committee – and former Chair Mary Schapiro as one of the judges. This CFO.com article notes some of the recommendations – which included more summaries and hyperlinks.

To me, this is still all about better usability, as best drawn out by this quote from a student:

“The sections we focused on look like complete legalese. They look like someone is trying to cover their butt,” she says. “We made a key assumption about the 10-K: it is for investors’ needs, not a document that lawyers need to write in order to protect management from being sued.”

Just How Binding Are SEC Statements In An Adopting Release?

Check out this blog by Keith Bishop entitled “Just How Binding Are SEC Statements In An Adopting Release?”…

In addition, check out this blog by Keith Bishop entitled “Will The Courts Stop Deferring To SEC Interpretations?”…

– Broc Romanek