June 24, 2004

Big Day for Internal Controls

Yesterday, the SEC and PCAOB issued interpretive guidance regarding internal controls. The SEC’s guidance came in the form of 18 FAQs from the Office of Chief Accountant and Corp Fin. The PCAOB’s guidance came in the form of 26 FAQs.

3-2 Commission Vote on Mutual Fund Reform

At yesterday’s open Commission meeting – by a 3-2 vote – the SEC adopted mutual fund reforms now require that independent directors comprise 75% of mutual fund boards and the chair of such boards be independent. Commissioners Atkins and Glassman dissented – the same holdouts on shareholder access.

As pointed out by my good friend John Penn, although this result isn’t surprising in light of all the chatter before the formal vote, the Commission’s willingness to effectuate an action of such import based on a 3-2 vote may be bad news for those opposed to the shareholder access proposal. Perhaps to soothe the pain of the split vote, Chairman Donaldson pointed out during the meeting that since he took his post, the Commissioners had voted over 1,600 times and only 16 dissents had been registered.

More on the May/June Issue of The Corporate Counsel

As I blogged yesterday, we have posted a free version of the latest issue of The Corporate Counsel on that lays out the first 7 steps of a 12-step program to responsible compensation practices. We have received an amazing amount of feedback already (and keep those coming) and a few questions about when the next 5 steps will be available.

Those last five steps will be laid out in our September/October issue – but to satisfy those that can’t wait, we intend to post a working draft on next week (but that working draft will only be available to those that register for our October 20th compensation conference, which also gives you access to all the resources on Some of the remaining steps will require more backbone than the first seven to implement – and it still is a working draft…