February 10, 2015
SEC Proposes Hedging Disclosure Rules!
Yesterday, the SEC posted this proposing release on hedging disclosure, a rulemaking dictated by Section 955 of Dodd-Frank. It came out of the blue, based on seriatim action taken by the Commissioners – not at an open Commission meeting. Commissioners Gallagher & Piwowar supported getting the proposal out of the gate, but they issued this joint statement noting there are aspects of the proposal that they have concerns about (meanwhile, Commissioner Aguilar issued this statement supporting the proposal). That might be one of the reasons why the proposing release is loaded with specific requests for comments, running on longer than the explanation of the proposed rule! Anyways, this Cooley blog summarizes the rule proposal, as well as the novelty of Commissioners issuing written statements on a proposal. And here’s a blog from Mark Borges.
There is a 60-day comment period. And we’re posting memos in our “Hedging” Practice Area. It’s hard to predict whether this means that we’ll soon see action on the other “Four Horsemen” rulemakings left from Dodd-Frank, including adoption of the pay ratio rules…
As to the issue of whether the SEC is required to propose (or adopt) rules at an open Commission meeting, see my blog entitled “When is the SEC Required to Hold an Open Commission Meeting?“…
Webcast: “Conflict Minerals: Tackling Your Next Form SD”
Tune in tomorrow for the webcast – “Conflict Minerals: Tackling Your Next Form SD” – to hear our own Dave Lynn of Morrison & Foerster, Schulte Roth’s Michael Littenberg, Elm Sustainability Partners’ Lawrence Heim and Deloitte’s Christine Robinson discuss what you should now be considering as you prepare your Form SD for 2015.
Take a moment to participate in our “Quick Survey on Conflict Minerals.” We also just posted this “Quick Survey on Currency Fluctuations for Incentive Compensation” and “Quick Survey on Shareholder Engagement.”
Smelling Your Conflict Minerals Auditor
Elm Sustainability Partners’ Lawrence Heim is seeing a good deal of interest in IPSAs and mock IPSAs for both 2014 and 2015. However, even though the SEC considers IPSAs to be a “non-audit service” for purposes of Regulation S-X, auditor independence standards are still applicable – this article should be read before making any decisions about engaging an audit firm for either…
Meanwhile, this blog notes the point/counterpoint of the reputational risks & human rights implications of the conflict minerals rule…
– Broc Romanek