TheCorporateCounsel.net

Mark Borges blogged yesterday about the long-awaited Reg S-K 402 revisions, noting that this article in Wednesday’s St. Louis Post-Dispatch suggests that the disclosure project is back on the front burner and could be expected soon.

The Washington University Law School in St. Louis held a corporate governance conference last week at which Commissioner Roel Campos and Corp Fin Director Alan Beller spoke, indicating that possible areas for revision include pension disclosure, board compensation committee reports and requiring disclosure of a “total compensation” figure. Additionally, as Broc has blogged on September 21 and August 15, Chairman Cox has been voicing his opinion in the last few weeks about the need for change in the executive compensation disclosure area.

Is it possible that the Commission can move quickly enough to update the rules before next proxy season? It’s possible, but it would be very tight. However, as Mark points out, if the Commission proposes changes before the end of the year, the proposals could very well influence companies’ 2006 disclosures, even if they are not yet adopted or in effect.

“New Issue” Rules in Effect Nov. 2

The NASD issued a notice to members this week advising that the “new issue” rules will go into effect November 2, 2005. As Broc previously has blogged about on September 22 and September 19, Rule 2790 replaces the Free-Riding and Withholding Interpretation (IM-2110-1), and is “designed to protect the integrity of the public offering process.” It requires that: (1) NASD members make bona fide public offerings of securities at the offering price; (2) members do not withhold securities in a public offering for their own benefit or use such securities to reward persons who are in a position to direct future business to members; and (3) industry insiders, including NASD members and their associated persons, do not take advantage of their insider position to purchase “new issues” for their own benefit at the expense of public customers.