October 31, 2011

A Global Experiment: Integrated Reporting

Last week, the International Integrated Reporting Committee (IIRC) announced that over 40 leading companies from around the world – including some in the US – have been chosen as participants in the IIRC Pilot Programme initiative. The Pilot Programme will run for two years as companies network, exchange knowledge and share experiences to help develop the Framework, which ultimately is intended to result in innovative reporting and investor practices and drive convergence in international reporting guidance.

ISS has extended the comment period by a week for its ’12 policies, with a deadline of next Monday.

A Dodd-Frank Sleeper? Large Trader Reporting

Section 13(h) of the ’34 Act was amended by Dodd-Frank to include “large trader” reporting requirements, and persons who exercise investment discretion over an account are required to file certain reports with the SEC if they trade (i) two million shares or $20 million during any day or (ii) 20 million shares or $200 million during any month. Recently, the SEC finalized rules implementing this Section and there does not appear to be an exception for operating companies that trade as part of ordinary course balance sheet management activities – thus, this could be a sleeper for many. Learn more in our “Large Trader Reporting” Practice Area.

SEC Staff Guidance: SEC and DOL Advertising Rules Interpreted Similarly

Last week, the SEC’s Division of Investment Management issued this no-action letter, at the request of the Department of Labor, confirming that disclosures made in compliance the DOL’s regulation concerning investment-related disclosures to plan participants will be treated as being consistent with the SEC’s restrictions on advertising under Rule 482. The no-action letter resolves a number of potential inconsistencies between DOL and SEC rules. Thanks to Amy Moore of Covington & Burling for the heads up!

– Broc Romanek