February 2, 2010

The SEC’s Last Minute Climate Change Guidance: Donde Esta?

I’m getting numerous requests asking when the SEC’s climate change guidance – adopted last Wednesday by the SEC, but still not available – will be posted. As others have, I thought the SEC would act fast to release the interpretive guidance – just as it did last month with the new proxy enhancement rules (ie. adopting release out the same day as the SEC’s open Commission meeting) – given that we are knee-deep in proxy season.

I imagine the interpretive guidance has to put out real soon given that Form10-Ks are required to be filed in merely four weeks by large accelerated filers. My guess for the hold-up is the politically-charged nature of the guidance, so that some of its language may still be a subject of debate internally within the SEC. As soon as it’s made available, I will tweet on it.

A member sent me the fodder for this Quick Survey on “Proxy Drafting Responsibilities & Time Consumed.” Please take a moment to anonymously participate.

One Hot Potato: Climate Change Disclosure

When I blogged last week about the SEC’s open Commission meeting to adopt interpretive guidance on climate change, I mentioned that there was a heated debate about whether the SEC was getting itself into politics. I’ve blogged before how the SEC has been dragged more and more into the political arena over the past decade – so much so that many think the independent nature of the agency is seriously at risk.

As could be expected, some members of Congress have jumped on the SEC’s climate change guidance as a hook to add fuel to the fire. Here is a letter to the SEC from Reps. Barton-Walden that serves as Exhibit A – and here is a rebuttal published Sunday in the NY Times.

I believe we shall be seeing numerous shareholder proposals on this topic going forward – and recently, this petition was submitted to the SEC, urging that Regulation S-K be amended to require that companies disclose all electioneering expenditures under a “Political Influence” heading.

Here are the remarks from each Commissioner delivered at last week’s open Commission meeting:

Chair Schapiro
Commissioner Aguilar
Commissioner Walter
Commissioner Casey
Commissioner Paredes

The Latest on Fairness Opinions

Tune in tomorrow for the webcast – “The Latest on Fairness Opinions” – to hear Kevin Miller of Alston & Bird, Steve Kotran of Sullivan & Cromwell, Stuart Rogers of Credit Suisse Securities and Chris Croft of Houlihan Lokey explore the latest trends and developments in fairness opinion practices. You may want to print these course materials in advance – one set regarding recent case developments and another set regarding the role of investment bankers.

Act Now: As all memberships are on a calendar-year basis, renew now if you haven’t yet – or try a ’10 no-risk trial if you’re not a member.

– Broc Romanek