February 5, 2007

Our Proxy Season Checklists

Like every year, don’t forget that we post a number of checklists from law firms, along with our own, in the “Proxy Season” Practice Area.

Don’t forget to tune in next Monday for our webcast – “Last Minute Planning for the Proxy Season” – to hear Cathy Dixon of Weil Gotshal & Manges, Amy Goodman of Gibson Dunn & Crutcher, John Siemann the Managing Director of Georgeson Shareholder, and Bill Tolbert of Jenner & Block discuss the latest guidance to help you feel more comfortable that you have not missed anything for this year’s proxy season, including the SEC’s new related-party transaction rules.

SEC Continues to Get Slapped Around

On Thursday, a Senate committee released its interim investigation findings on the SEC’s Enforcement Division’s handling of an investigation of hedge fund, Pequot Capital Management. You may recall that two Senate committees began grilling the SEC last summer after a former Staffer, Gary Aguirre, said he was fired for complaining that the Pequot investigation had been derailed because of political considerations. Here is an excerpt from a Friday NY Times’ article:

“At best, the picture shows extraordinarily lax enforcement by the S.E.C.,” Senate investigators concluded. “At worse, the picture is colored with overtones of a possible cover-up.” The report strongly suggests that Mr. Aguirre was fired in retaliation for his criticism. At the same time, Senate investigators said they were “deeply troubled” by the failure of the S.E.C.’s inspector general, Walter J. Stachnik, to investigate Mr. Aguirre’s accusations properly.

[As an aside, I can’t help but remember the good old days of prank of folks calling a fellow Staffer and pretending to be the SEC’s inspector general. Those were some real gems.]

Corp Fin Adds An Asset-Backed Interp

On Friday, Corp Fin added #17.06 to its Regulation AB telephone interps, making a lot of ABS practitioners very happy. The new interp provides guidance on when a vendor hired by a servicer should not be viewed as a party participating in the servicing function (and thus will not need to provide separate assessment and attestation reports for inclusion in a 10-K).