July 28, 2010

SEC Offers “Comment Letter” Field Day – But Also Limits Staff Meetings

Yesterday, SEC Chair Schapiro announced that the SEC would go the extra yard ahead of its blistering rulemaking schedule and start accepting comments on its various projects right away through this Dodd-Frank comment page. The comment letter page is broken up by the Titles in the new legislation, with 31 separate areas for comment, including a section under Title IX which covers the governance and executive compensation provisions. Each rulemaking will have its own comment period as usual – and as required by the Administrative Procedures Act – but this “field day” may help to shorten the comment periods and get rules in place before next year’s proxy season.

Perhaps even more important is the SEC’s “newly-established best practices when holding meetings with interested parties,” which include:

– Staff will try to meet with any interested parties seeking a meeting. When the number of requests exceeds availability, the staff will seek out parties with varying viewpoints. Staff may have to limit the number of meetings with similarly situated parties and will limit multiple meetings with the same party.

– Staff will reach out as necessary to solicit views from affected stakeholders who do not appear to be fully represented by the developing public record on a particular issue.

– Staff will ask those who request meetings to provide, prior to the meeting, an agenda of intended topics for discussion. After the meeting, the agenda will become part of the public record.

– Meeting participants will be encouraged to submit written comments to the public file, so that all interested parties have the opportunity to review and consider the views expressed.

Given the level of rulemaking the Staff has on its plate, time management is of the essence and these “best practices” should help curtail wasteful meetings where the same points are made over and over again (and problems are identified but no solutions are proposed).

It will be interesting to see if this transparency works to reduce the number of requests for meetings given the mass media’s recent fascination with “who is lobbying the regulators.” The NY Times ran this front-page article today on the topic.

Corp Fin Extends Its New CDIs to the Asset-Backed Market

Yesterday, Corp Fin reissued a bunch of the CDIs that were issued last week to update them to include their applicability to the asset-backed market reflecting the Ford Motor Credit no-action letter that was issued later in the day after the interps first came out.

Here’s how badly I need a vacation – and gives you a window into the journalism process over here. I first became aware of this change when I saw that the new CDIs showed up in Corp Fin’s “Outdated or Superseded Compliance and Disclosure Interpretations.” Yes, confusing – but what makes me chuckle is that I kept humming Roberta Flack’s “Killing Me Softly“…vacation coming up soon…

Webcast: What You Should Be Doing Now

Ahead of our package of two full-day Conferences on the executive pay provisions of the Act – coming up in less than two months, catch tomorrow’s special pre-conference webcast to help you start taking the actions you need to be taking now. Dave Lynn, Mark Borges and Mike Kesner headline this webcast: “The New Pay Legislation: Action Items.”

Only Conference Attendees: If you are not yet registered for the Conferences (either the package of the “5th Annual Proxy Disclosure & 7th Annual Executive Compensation Conference” – or the “18th Annual NASPP Conference”), register now so you won’t miss this critical webcast!

– Broc Romanek