TheCorporateCounsel.net

April 1, 2008

Death Blow for the SEC?

Now that we have the 212-page Blueprint Paulson Report, we all can start drilling down into what it means. More analysis will follow over the next few weeks; today, I want to focus on a narrow aspect of the report’s long-term recommendation: the demise of the US Securities & Exchange Commission.

This is not an April Fool’s joke. The Paulson Plan recommends an overhaul of the regulatory framework for the markets, which includes moving the responsibilities that the SEC currently has into other agencies. The Corp Fin and other accounting responsibilities that the SEC presently has would be rolled over to a new “Business Conduct Regulator.”

Yesterday, I already whined about excessive change, so no need to drag you through that mud again. I’m just nostalgic about the prospect of the term “SEC” being a fading footnote in history, given that my career continues to revolve around the place and I have fond memories of working there. Interestingly enough, quite a few securities regulators in other countries have used some derivation of the name – or even the identical name – for themselves (eg. Bandgadesh’s regulator has the same name). Here is a partial list of securities regulators from around the world.

Speaking of April Fools: The NASPP has posted an alert highlighting a new study regarding option exercise behavior. The study unearthed some very interesting and surprising trends in how employees exercise options.

Conduct of the Annual Meeting

Tune in tomorrow for the webcast – “Conduct of the Annual Meeting” – during which a panel of experts will give practical guidance about all the issues that may arise during your upcoming annual meeting. This is a reprise of a similar webcast that we did four years ago that still remains one of my all-time favorites. This promises to be a gem as the speakers will spend some time on the nitty gritty of how the voting process works, demystifying the chain of voting through intermediaries, etc.

Corp Fin’s “Sample Letter” on Fair Value Measurements

Last week, Corp Fin posted this sample letter to remind companies of their MD&A obligations when applying SFAS 157 – regarding fair value measurements – for their upcoming Form 10-Qs. The letter was sent to companies that “reported a significant amount of asset-backed securities, loans carried at fair value or the lower of cost or market, and derivative assets and liabilities” in the financial statements in their recent Form 10-Ks.

– Broc Romanek