November 16, 2010

More on “Dodd-Frank: What is the ‘Sleeper’?”

A while back, I blogged about what might be the sleeper in the Dodd-Frank Act and received many interesting responses from members. Here are a few that I received:

Pay disparity disclosures – In his OnSecurities Blog, Marty Rosenbaum discusses pay disparity disclosures as a sleeper. The SEC won’t propose rules in this area before next summer and many are hoping for Congress to at least pass a technical corrections bill to fix the language in this provision.

SEC’s bounty program – Under Section 922, if a whistleblower provides information on a securities law violation that leads to monetary sanctions of more than $1 million, the SEC will be required to pay the whistleblower an amount ranging from ten percent to 30 percent of what has been collected. This bounty would apply to a wide range of securities law violations, including violations of the Foreign Corrupt Practices Act. Even before the SEC proposed rules under this provision two weeks ago, law firms were warning how this could be a problem for companies who rely on employees to report potential problems through their own compliance chains, as employees will now a big incentive to go directly to the SEC.

Congo conflict materials – The Act has a new requirement to disclose in an annual report whether a company products contain minerals from Congo or neighboring countries and if so, what steps those companies are taking to track the source of the minerals. Believe it or not, PBS has a video on conflict minerals disclosure.

Expanded authority of SEC’s Enforcement to use administrative courts – In this Reuters article, it is noted that a little noticed provision in Dodd-Frank gives the SEC additional authority to seek civil penalties and fines against respondents in administrative proceedings rather than in federal court.

Elimination of rating agency exemption from Reg FD – Section 939B directs the SEC to amend Reg FD within 90 days of the law’s enactment to remove the exemption for rating agencies that is contained in Reg FD. I’ve blogged a bit about this since I first asked for sleeper feedback since the SEC adopted rules to effectuate it, which created a stir.

Dodd-Frank: An Unintended Consequence?

Different than a “sleeper” is the unintended consequence of a Congressional act. In her footnoted blog, Michelle Leder recently noted this unusual Form 8-K filed by Newmont Mining. Well, perhaps it formerly was unusual but going forward, disclosure about a miner carrying his lunchbox may become the norm…

It’s Done! 2011 Executive Compensation Disclosure Treatise

We’re done! Just in time for mandatory say-on-pay, Dave Lynn and Mark Borges have finished updating the Lynn, Borges & Romanek’s “2011 Executive Compensation Disclosure Treatise & Reporting Guide.” This means that:

1. Online version – For those that have renewed your membership for 2011 (all 2010 memberships expire on December 31st) – you now have access to the online version of the 2011 Edition of the Lynn, Borges & Romanek’s “Executive Compensation Disclosure Treatise & Reporting Guide” since we have moved that massive piece of work onto that site going forward instead of selling it separately on

2. Hard copy – For those that want a hard copy of this massive 2011 Treatise, note that it is not part of – so it must be purchased separately. However, members can obtain a 40% discount by trying a no-risk trial to the hard copy now. This will ensure delivery of this 1000-plus page comprehensive tome as soon as it’s done being printed after Thanksgiving.

If you need assistance, call our headquarters at (925) 685-5111 or email

– Broc Romanek