July 31, 2012

Congress Loves to Sham: Securities Law Legislation Before the Elections

Have you ever had a job where you had to look busy when your boss was around? But you really weren’t. When I worked in the stock room at Sears as a kid, we thought we coined a term for that art – “shamming.” We thought we coined the term, but it shows up in the dictionary!

Anyways, with the elections just ahead of us – and the good folks in Congress madly dialing for dollars – there are no less than five pieces of legislation being considered by the House of Representatives this week. One bill, HR 6161 – the ”Fostering Innovation Act” – would gut SOX Section 404(b). This bill does not foster innovation in any way and is thus quite misleading with this title. In fact, if retail or drug companies selling to consumers use such misleading titles they would be charged, perhaps with fraud! Thanks to Lynn Turner for his help here!

Here are pieces that describe these – and other – recent legislative efforts:

Jim Hamilton’s “House Passes Regulatory Freeze Legislation that Also Imposes Added Rulemaking Duties on SEC, Including 404(b) Impact

Kevin LaCroix’s “Two U.S. Senators Introduce Bill to Increase SEC Civil Penalty Authority”

Bloomberg’s “SEC May Require More Cyber Risk Disclosures Under Senate Bill”

Jim Hamilton’s “House Panel Hearings Reveal Support for Legislation Making PCAOB Proceedings Public

Corp Fin Provides JOBS Act No-Action Relief for Bank Holding Companies

In the “Dodd-Frank Blog,” Jill Radloff notes that Corp Fin has begun granting no-action relief to suspend ’34 Act reporting obligations for bank holding companies as the Staff indicated they might under one of the JOBS Act FAQs.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– NYSE Director Steps Down After Majority Withhold Vote
– How Your Annual Shareholder Meeting May Be Covered: Social Media Style
– A Review of Corp Fin No-Action Rulings on E&S Proposals
– Big Fireworks at Wells Fargo Annual Shareholders Meeting
– Chesapeake: Poster Child For Poor Governance

– Broc Romanek