TheCorporateCounsel.net

The SEC announced this week that the Division of Corporation Finance has added two new Associate Directors in the Division’s Disclosure Operations group. Karen Garnett and Mark Kronforst were promoted from within Corp Fin to the Associate Director positions – Karen was Assistant Director of the Office of Real Estate and Business Services, and Mark was Corp Fin’s Deputy Chief Accountant. Karen and Mark join Paul Belvin, Jim Daly and Barry Summer in the senior management ranks of the Disclosure Operations group, which is led by Shelley Parratt. These new leadership slots are in recognition of the fact that Corp Fin’s responsibilities keep growing and are becoming ever more complex. Filling these slots will undoubtedly now open the way for hiring folks to run the three Corp Fin new offices that were announced back in the summer.

More Dodd-Frank Rulemaking Underway

Yesterday, the SEC proposed (and adopted) more rules under the Dodd-Frank Act. The SEC proposed yet another set of asset-backed securities disclosure rules, this time in accordance with Sections 932 and 945 of the Dodd-Frank Act. Under these proposals: (1) issuers of asset-backed securities that are registered with the SEC would need to perform a review of the assets underlying the asset-backed securities; (2) proposed amendments to Regulation AB would require an issuer of asset-backed securities to disclose the nature, findings and conclusions of this review; and (3) the issuer or underwriter for both registered and unregistered asset-backed securities offerings would be required to disclose the findings and conclusions of any review performed by a third party that was hired to conduct such a review. The Commission also adopted interim final rules to require that certain swaps dealers and other parties report any security-based swaps entered into prior to the July 21 passage of the Dodd-Frank Act, as well as proposed rules (a new Regulation MC) intended to mitigate conflicts of interest for security-based swap clearing agencies, security-based swap execution facilities, and national securities exchanges that post security-based swaps or make them available for trading.

Dave & Marty on Governance, Proxy Access and British Cars

We just posted another edition of the Dave & Marty Radio Show, where Marty and I talk about the latest developments with proxy access, some of the interesting observations from the Report of the NYSE Commission on Corporate Governance and, believe it or not, British sports cars that Marty and I admire.

– Dave Lynn