TheCorporateCounsel.net

The SEC just posted this speech by SEC Commissioner Harvey Goldschmid that was given a few weeks back before the Council of Institutional Investors. A short-timer, due to depart the SEC soon and return to teaching at Columbia University, Commissioner Goldschmid outlines critical issues that he views the SEC as facing over the next year. In his speech, the Commissioner pleads to keep the shareholder access concept alive, which is likely to come in the form of the majority vote movement afoot at the state level. He also pleads that the SEC remain an independent institution, immune from the pressures of partisan politics.

SEC’s Section 16 Amicus Brief

In the ongoing Dreiling v. American Express Travel Related Services case, the SEC has filed this amicus brief in which the SEC urged that it acted within its authority in adopting Rule 16b-3(d) (which exempts certain grants, awards, and other acquisitions of an issuer’s securities by its officers and directors from the short-swing recovery provision in Section 16(b)) – and that, to the extent a person is a director by having “deputized” someone to be a director on its behalf (and is thereby subject to Section 16) exemptive Rule 16b-3(d) also applies to that person – but for that rule to apply, the board approving the transaction must be aware that the deputizing person is a director. Overall, it is important that the SEC acknowledges the possible availability of Rule 16b-3 in deputization situations.

Alan Dye and Peter Romeo make sense of this case in upcoming and recent issues of “Romeo & Dye’s Section 16 Updates.”

More Corp Fin Phone Numbers

Here are the new phone numbers for Corp Fin’s Front Office, Office of Chief Accountant, and Office of EDGAR & Information Analysis.