September 28, 2007

Incoming! 2nd Wave of Executive Compensation Comment Letters

Over the last day or so, Corp Fin started faxing out a second wave of comment letters as part of Phase One of its compensation disclosure review project. These are new comment letters to companies who had not yet received a letter – this is not a second round of comments to those companies who originally received letters in August.

Member Appreciation Package”: With just over a week left, the mad dash to register at the last minute has begun as our HQ is overwhelmed. Most waiting this long are watching our popular Conferences by video webcast and are taking advantage of our “Member Appreciation Package,” which enables you to catch all three of these Conferences at a much reduced rate:

– “Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference” (10/9)
– “Hot Topics and Practical Guidance Conference: The Corporate Counsel Speaks” (10/10)
– “4th Annual Executive Compensation Conference” (10/11)

Register for the “Member Appreciation Package” online – or use this Order Form.

If you have any questions, contact our HQ at or 925.685.5111.

The SEC’s (and Fed’s) New Regulation R

At last week’s open Commission meeting, the SEC adopted Regulation R. This is a joint project with the Federal Reserve Board. The Federal Reserve Board adopted this Regulation at an open meeting on Monday. Regulation R replaces the SEC’s prior efforts in the area of bank broker activities — including the previously proposed Regulation B – as it creates some exceptions for banks from the definition of the term “broker” under Section 3(a)(4) of the ’34 Act, as amended by the Gramm-Leach-Bliley Act. The SEC also amended existing bank dealer rules that were originally adopted by the SEC in 2003.

Here are opening remarks from Market Reg Director Erik Sirri. Here is the SEC’s adopting release regarding exemptions for banks under Section 3(a)(5) of the ’34 Act – and here is the adopting release regarding definitions of terms and exemptions relating to “broker” exceptions for banks.

Next, the federal banking agencies will issue, after consulting with the SEC, recordkeeping rules and guidelines for bank securities activities. And any future regulatory actions regarding bank securities activities will apparently be jointly issued by the SEC and the bank agencies.

How to Value Illiquid Assets

In this podcast, Espen Robak, President of Pluris Valuation Advisors, provides some insight into how to value illiquid assets, including:

– Given the sub-prime market meltdown, valuation of illiquid assets is big news these days. What areas are implicated in valuing illiquid assets?
– Can you talk a little more about last year’s FAS 157, which requires “fair value” methodologies for valuing assets?
– What different approaches are companies taking to valuing their illiquid assets?

– Broc Romanek