September 16, 2010

Proxy Access: Today It’s Published in the Federal Register – March 15th is D-Day

Too funny. No sooner did I blog yesterday about the lengthy wait for the SEC’s proxy access rules to get published in the Federal Register, but the preview of today’s FR revealed that today would be the big day. Here is today’s FR with the access adopting release.

So since the adopting release was published in the Federal Register on September 16th, the new access rules will become effective on November 15th – which would mean that companies who mailed their 2010 proxy statement prior to March 15, 2010 would have a window period that fully pre-dated the effective date of the rules for this proxy season – thus meaning that these companies would not be subject to proxy access for the 2011 proxy season. The ides of March…

Dodd-Frank: SEC Adopts Internal Controls Amendments to Exclude Smaller Companies

Yesterday, the SEC posted this adopting release with amendments to its internal controls rules and regulations to conform them to Section 404(c) of Sarbanes-Oxley, as modified by Section 989G of Dodd-Frank, to state that 404(c) doesn’t apply to companies that are neither an accelerated filer nor a large accelerated filer.

SEC Receives PCAOB’s Proposed Changes to Risk Assessment Standards

Yesterday, the PCAOB filed proposed changes to eight auditing standards related to an auditor’s assessment of risk with the SEC. The proposed standards were approved by the PCAOB back in August and, if approved by the SEC, will become effective for audits of fiscal periods beginning on or after December 15, 2010.

– Broc Romanek