December 15, 2011

US Chamber Looks to Reorganize the SEC (Again)

Yesterday, the US Chamber of Commerce released a 135-page report that proposes a reorganization of the SEC. This new set of recommendations follows up on a proposed overhaul by the Chamber back in early ’09. Authored by former SEC Secretary Jack Katz, the report does have some good ideas – the most important being more resources provided to the SEC and facilitating the ability of the SEC to hire the right people. Hat tip of the Society of Corporate Secretaries for spotting this new report.

Unfortunately, the report doesn’t tackle the most glaring problem of the SEC – that it’s forced to cater to a Congress bent on the SEC not fulfilling its mission to protect investors. Often due to business lobbyists like the Chamber influencing Congress. In my opinion, that needs to be the starting part of any reform (and came ‘oh, so close’ to happening when Dodd-Frank was being negotiated by the House and Senate)…

Even More Proxy Access Proposals: Up to 15

Here is a blog from ISS’s Ted Allen describing 2 more access proposals, one from Amalgamated Bank at HP and two from Jim McRitchie at Goldman Sachs. And then this blog from Ted describes a group of public pension funds that have filed an access proposal at Nabors Industries. Overall, investors have publicly announced 15 access resolutions for the upcoming proxy season.

D&O Insurance: “Disgorgement” Paid in SEC Settlement Not Covered

Check out this recent blog from Kevin LaCroix on his “D&O Diary Blog” where the “New York Supreme Court, Appellate Department, First Division, held that amounts Bear Stearns paid in settlement of SEC late trading and market timing allegations represented a disgorgement that is not covered under its insurance program. Because the appellate court’s decision reversed the lower court ruling that the settlement payment did not constitute a disgorgement, the case provides an interesting perspective of the question of what makes a particular payment a “disgorgement” for purposes of determining insurance policy coverage.”

– Broc Romanek