October 22, 2015

What is Corp Fin’s “Office of Enforcement Liaison”?

Wow, I just learned that Mary Kosterlitz has retired as Chief of the Office of Enforcement Liaison (Jennifer Ours recently retired from that office too). Mary presided as Chief of that Office for two decades, as it grew in size from just her to a handful of Staffers. She was not the first Chief of OEL as Ann Wallace served in that position when OEL was initially created. Mary worked for Ann in OEL before Ann left and Mary took over. Then OEL was dissolved in the late ’90s and Mary served a dual role in the Office of Chief Counsel while also serving as the Enforcement Liaison. OEL became a stand-alone office again in the mid-’00s and the office began to grow.

I actually served as the Enforcement Liaison for a few months in the mid-’90s when Mary went on adoption leave. Mary is as nice as can be. It’s a tough job and you wouldn’t know it because she went about her business so quietly. Her departure makes me feel old – and even sad. There are so many nice people that work at the SEC. I’m sure the new arrivals are just as nice. But I do miss the folks I used to work with…

Anyways, I imagine most out there didn’t even know that Corp Fin had an “Office of Enforcement Liaison” – so you likely don’t know what it does. Not many members of our community would have a situation that would require you to interact with that Office. Here’s the “official” description from the Corp Fin web page:

The Office of Enforcement Liaison (OEL) coordinates matters between the Division of Corporation Finance and the Division of Enforcement. Such matters generally concern tips, complaints and referrals, delinquent filers, and revocation of registrations under Section 12(j) of the Exchange Act. In addition, OEL processes requests for waiver of “ineligible issuer” status, or so-called “WKSI waiver” requests, that may arise under Rule 405 of the Securities Act. “WKSI waiver” requests and related questions should be directed to John Madison. Delinquent filer questions should be directed to Hilda Garrett or Marva Simpson. Questions may be submitted to OEL by phone or online form.

It’s that first sentence above that creates the most work for OEL. The cases that the Enforcement Division brings that touch upon Corp Fin-like issue are among the most complex that Enforcement tackles. An accounting fraud case can take years to develop. And there are many more cases that Enforcement has in the pipeline than those that get brought to fruition. Congrats to Mary & Jennifer on their retirement! I’m sure they will both be be missed!

Carl Icahn: Back Online

Now that’s he’s being mentioned as one of Donald Trump’s advisors, Carl Icahn has launched a new website to express his views. We’ll see how long it lasts given that he’s 79. His old site “Icahn Report” faded after a few years after it’s ’08 launching – and his “Shareholders Square Table” was launched in 2013 and that seems gone now too..

Here’s an article about Carl’s warnings about the world…

Course Materials Now Available: Many Sets of Talking Points!

For the many of you that have registered for our Conferences coming up next Tuesday, October 27th, we have posted the “Course Materials” (attendees received a special ID/PW this week via email that will enable you to access them; note that copies will be available in San Diego). The Course Materials are better than ever before – with numerous sets of talking points comprising 130 pages of practical guidance (not counting the 130 pages of guidance from the related “Pay Ratio Workshop“). We don’t serve typical conference fare (ie. regurgitated memos and rule releases); our conference materials consist of originally crafted practical bullets and examples. Our expert speakers certainly have gone the extra mile this year! Here is some other info:

How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of or to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter the Conference Here” – on the home pages of those sites – will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Flash Player).

Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for or If you are experiencing technical problems, follow these webcast troubleshooting tips. Here are the conference agendas; times are Pacific.

How to Earn CLE Online: Please read these FAQs about Earning CLE carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see the CLE list.

Register Now:– There is still time to register for our upcoming pair of executive pay conferences – which starts on Tuesday, October 27th – to hear Keith Higgins, etc. If you can’t make it to San Diego to catch the program in person, you can still watch it by video webcast, either live or by archive. Register now.

Registration for Attendance in San Diego – Walk-Ups Only: Starting tomorrow, you will no longer be able to register to attend in San Diego through this site (however, you still will be capable of registering online to watch by video at any time). You can still register to attend when you arrive in San Diego – you just need to bring payment with you to the conference and register in-person.

Don’t forget to check out our “Family Feud” Keynote Session as two families of top lawyers & consultants – “50 Shades of Clawbacks” v. “D’lectible” vie for the prize! Check out our realistic set!

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Broc Romanek