May 19, 2008

Pencils Down for Rule Makers?

As noted on the FEI Financial Reporting Blog last Friday, the White House Chief of Staff recently sent a memorandum to agency heads stating that all rules expected to be finalized by the end of the administration must be proposed by June 1, and that final rules must be adopted by November 1 – except in extraordinary circumstances. This Dow Jones Newswire article (subscription required) notes that the memo probably did not come as a surprise to the agencies, given that the policy had been telegraphed ahead of time. It still appears possible under this policy for agencies to propose rules after the June 1 deadline, but only if the rules are expected to be ultimately adopted (or reconsidered) after President Bush leaves office.

Given this latest directive and the lack of full slate of Commissioners at the SEC, it doesn’t appear likely that we will see much in the way of controversial proposals (e.g., shareholder access) coming up for a vote in the next couple of weeks – but there will no doubt be some proposals trying to “beat the clock.” Will the SEC’s “summer reading” be a bit lighter than it has been in the past couple of years? We will have a better sense in just a couple of weeks…

Survey Results: Rule 144 Practices

In response to some questions we have been asked about Rule 144 practices, we posted a survey – here are the survey results, which are repeated below:

1. If asked to render a legend removal opinion regarding restricted securities of a reporting issuer that is current in filing its 1934 Act reports, where the securities have been held more than six months but less than twelve months, we are:

– Not willing to provide such a legend removal opinion until the end of the twelve month period – 35.1%
– Willing to provide a legend removal opinion – 16.2%
– Undecided regarding what our practice will be – 21.6%
– Depends on the circumstances of each situation – 27.0%

2. Where a pre-February 15, 2008 registration rights agreement provides that a holder of restricted securities may demand registration of the securities until all of the securities may be resold in a single sale under Rule 144(k), we are taking the following position in the case of reporting issuers:

– If the securities have been held for at least six months but less than twelve months, the issuer is not obligated to register the securities so long as the issuer is current in filing its 1934 Act reports – 55.2%
– The issuer must register the securities unless they have been held for at least twelve months – 44.8%

Only One Day Left! Early Bird Discount for Compensation Conferences

You have only one day – until the end of tomorrow, May 20th – to take advantage of the Early Bird Discount to register for our Conferences – “Tackling Your 2009 Compensation Disclosures: The 3rd Annual Proxy Disclosure Conference” & “5th Annual Executive Compensation Conference” – which will take place in New Orleans and via Nationwide Video Webcast on October 21st-22nd. Here are the Conference Agendas.

Like last year’s blockbuster conferences, an archive of the entire video for both conferences will be right there at your desktop to refer to – and refresh your memory – when you are actually grappling with drafting the disclosures or reviewing/approving pay packages. Here are FAQs about the Conferences.

For those choosing to attend by coming to New Orleans, I encourage you to also register for the “16th Annual NASPP Conference,” where over 2000 folks attend 45+ panels. And if you attend the NASPP Conference, you can take advantage of a special reduced rate for the Exec Comp Conferences.

Register by end of tomorrow for Early-Bird Rates: Whether you attend in New Orleans or by video webcast, take advantage of early-bird rates by registering by May 20th. You can register online or use this order form to register by mail/fax. Note that we have combined both of our popular Conferences – one focusing on proxy disclosures and the other on compensation practices – into one package to simplify registration.

If you have questions or need help registering, please contact our headquarters at or 925.685.5111 (they are on West Coast, open 8 am – 4 pm).

– Dave Lynn