December 4, 2006
Corp Fin: What’s Doing
At the ABA Fall Meeting held in Washington DC over the weekend, Corp Fin Director John White, Corp Fin Chief Accountant Carol Stacey and other senior Staffers spoke on various panels and provided these tidbits, among others:
– for the December 13th open Commission meeting, the e-Proxy initiative may (or may not) apply to the ’07 proxy season
– as the Commission has a draft final rule to review right now, it is possible that the “Katie Couric” rule could be added to the agenda and adopted at the December 13th meeting (and if adopted, could even apply to ’07 proxy season)
– we will know precisely what will be on the agenda of the December 13th meeting no later than this Wednesday, as that is when the Sunshine Act requires that the SEC post a notice
– the “Current Accounting and Disclosure Issues” will be updated within the next few weeks; it was last updated in late ’05
– a Corp Fin strategic plan for the near future is being worked on; new rulemaking and other projects to be identified
– some option backdating guidance will be forthcoming within a few weeks
– some executive compensation guidance might be forthcoming; estimated time unknown and “in what form” undecided
– a systematic review of executive compensation disclosures is expected to take place after the proxy season and a Staff report (and possible further rulemaking if deemed necessary) should result
– hiring freeze is finally off as Corp Fin has lost members through attrition (see the latest Staffers to leave in our December issue of Eminders)
– comment letters and related correspondence continues to be uploaded to the SEC’s website at a rapid clip; nearly up-to-date now
Note that today’s open Commission meeting has a revised agenda, which will not include the two hedge fund rulemakings: changing the definition of “accredited investors” and prohibiting advisers from making false or misleading statements to investors in certain pooled investment vehicles they manage, including hedge funds. According to this NY Times article, the SEC delayed considerations of these proposals to work out technical language; the proposals might be calendared for the already jam-packed December 13th open Commission meeting.
What’s the Word on Shareholder Access?
Yes, this is the question that everyone is asking. Alas, there still is no word on what we can expect regarding shareholder access on December 13th – as reflected in this recent article, the Commissioners are still debating what to do and Chairman Cox is striving for a consensus. Thanks to Jim McRitchie’s CorpGov.net for pointing out this interesting set of Directorship articles about where the Commission might be headed on this hotly contested issue.
December Eminders is Up!
The latest issue of our monthly email newsletter is now posted. And yes, we wuz robbed!