As noted in this study posted in our “Audit Fees” Practice Area, Audit Analytics found that for 2011 the ratio of non-audit fees over revenue was the lowest calculated for the ten years analyzed and the same ratio of audit fees was the lowest since 2004. Here is a summary of Audit Analytics’ findings:
– Non Audit Fees as Compared to Audit Fees: In 2002, non-audit fees represented 51% of the total fees paid by research population, but after three years of steady decline non-audit fees appear to have leveled off at about 20% of total fees. To some extent, the drop in non-audit fees as compared to audit fees is attributable to the Auditor Independence Rules adopted by the SEC in 2001, which precluded the principal independent accountant from performing certain non-audit services to ensure auditor independence when performing the independent audit.
– Non-Audit Fees as a Percentage of Revenue: After six consecutive years of decreases in the cost of non-audit fees as a percentage of their revenue, accelerated filers experienced a slight uptick in 2009, but the uptick was due to a decrease in revenues instead of an increase in fees. After the 2009 uptick, both 2010 and 2011 experienced decreases. The 2011 figure was the lowest value calculated for the ten years under review: $121 of non-audit fees for every million dollars in revenue.
– Audit Fees as a Percentage of Revenue: The ratio of audit fees over revenue peaked in 2005, when the average amount of audit fees paid per $1 million of revenue was $597. After three consecutive years of decline the figure increased slightly in 2009, but as with non-audit fees, the uptick is due to a decrease in revenues instead of an increase in fees. Both 2010 and 2011 experienced decreases and during 2011 experienced the lowest value since 2004: $466 of audit fees for every million dollars in revenue. The fees declined despite the extra work demanded of the auditors during the same period when more and more companies were required to obtain auditor attestations pursuant to SOX 404(b).
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– FINRA Proposes Corporate Financing Rule Changes for Deferred Comp Arrangements
– Study: Securities Class Action Filings Involving Accounting Allegations Increase
– Chamber of Commerce Goes After Glass Lewis
– FINRA Rule 2111 Becomes Effective July 9th
– Tips for SEC’s New Confidential Submission Process
The Second Deal Cube Tourney: Round One; 3rd Match
As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:
“Indeed, in my own experience as a counselor to boards, many an audit committee has wondered, with regret, why didn’t the auditors tell us about this?”
The standard is subject to SEC approval and, if approved, would be effective for audits of fiscal periods beginning after December 15, 2012. Note this is the first auditing standard adopted by the PCAOB subsequent to the JOBS Act – and therefore, the SEC must separately determine whether it will apply to audits of emerging growth companies (as noted by Cooley’s Cydney Posner in this news brief).
Congressional Pressure Ahead of the SEC’s Open Commission Meeting Next Week
Next week, Dave will be manning the blog while I am on vaca. So he’ll get to enjoy the fireworks during the SEC’s August 22nd open Commission meeting. Jim Hamilton blogs about this letter to the SEC from three Senators about those proceedings…
The Second Deal Cube Tourney: Round One; 2nd Match
As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:
The excitement in the air is palpable as we commence our second deal cube tourney. As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:
– How long did it take to draft the report?
– What are the main lessons from it?
– How can boards use this report?
– Any surprises in putting it together?
– Long term, what should boards look like?
Nasdaq OMX Listing Center’s New Reference Library
Recently, Nasdaq OMX launched a beta version of its new Reference Library which is powered by an advanced search engine that can look through hundreds of FAQs, staff interpretation letters and Listing Council decisions using filters and keywords. There also are two new guides: Initial Listing Guide and Continued Listing Guide (which replace older guides on the same topics). Check it out and provide them with feedback!
We have posted the survey results regarding typical practices for company executives and HSR filing fees, repeated below:
1. Does your company require executives to comply with HSR filing requirements upon acquiring company shares:
– Yes, and they have been for a while – 39%
– Yes, but only recently because of this enforcement action – 16%
– No – 45%
2. If the answer to #1 above is “yes,” who pays the HSR filing fee:
– Executive with no reimbursement by the company – 40%
– Executive with full reimbursement by the company – 20%
– Executive with partial reimbursement by the company – 0%
– Company – 40%
3. If the executive pays HSR filing fee but is partially reimbursed by the company, in what manner is the reimbursement:
– Specified percentage – 0%
– Specified dollar amount – 50%
– Specified Formula – 50%
On July 19th, the SEC approved a proposed change to Nasdaq’s rules regarding membership on a listed company’s audit, compensation and/or nominations committee. Nasdaq sought to modify an exception to its Rule 5605, which allows a non-independent director to serve on such committees “under exceptional and limited circumstances” for up to two years. The amendment provides an exception allowing a non-independent director to serve on a company’s audit, compensation and/or nominations committee, where the director has a family member serving as a non-executive employee of the company, so long as the listed company’s board concludes that the director’s membership on the relevant committee is “required by the best interest of the company and its shareholders.”
The True Meaning of the Olympics
Here is an excerpt from the end of this fine column by the Washington Post’s Mike Wise:
The second is of a woman who finished her 100-meter heat in less than 15 seconds after eight years of convincing her family and her nation that it was okay for a Muslim woman to leave the house and run as fast as her conviction would take her. Just four reporters, all of us from different countries, were standing there underneath the stadium, straddling a hip-high barrier separating the athletes and journalists, and I don’t think any of us was waiting for her when she walked up to us.
“My taxi driver throw me out on the street when I told him I was training for Olympics,” said Tahmina Kohistani, Afghanistan’s only woman at the Games, in the halting English she had learned through mail-order language courses. “He said, ‘Get behind the man. You are disgrace to Muslim women.’ My coach fought other men outside the stadium where I train because they do not think I should run. But my country will remember me forever one day. They will see I am the right one and other girls will watch me and I will tell them, ‘Come, run with me. Run with me, Tahmina.’ ”
About 25 minutes later, after we heard the most harrowing journey anyone could have taken to run 100 meters at the Games, one of the male reporters began weeping. He finally said, “You’re a hero. You’re a hero to your country and women everywhere.” Beneath her hijab, Tahmina sheepishly said, “Thank you,” and began to cry. We were all choked up and didn’t know what else to say.
As I type this now, I still don’t know what to say, except that I knew in that very moment, for one of the few times in my job, I was in the presence of a greatness and a courage as real and inspiring as anything I’ve ever seen in sports or life.
“Hey, who was that?” a colleague of mine from the United States asked.
I opened my mouth, but I couldn’t talk. I just walked a few steps away, turned away from him, and started crying — for a woman who finished 31st in the world in her event. A minute later, when he came to see if I was okay, he asked again, “Who was that?”
I swallowed hard and said, “That’s why I came here.”
On Friday, the SEC’s Office of the Whistleblower posted this friendly video (along with this transcript) featuring Chief Sean McKessy that goes through the steps it takes when it receives a whistleblower tip. Sort of an evaluation checklist. For the most part, it provides comfort to the potential whistleblower – until you get to this phrase near the end of the video: “SEC enforcement actions can take years to be finalized.” That is a true statement that may scare off a few folks…
The SEC’s Consolidated Audit Trail: Too Little & Too Late
Last month, the SEC approved a new rule that requires the securities exchanges and FINRA to establish a market-wide consolidated audit trail that will significantly enhance regulators’ ability to monitor and analyze trading activity. Here’s some commentary from Lynn Turner about this rulemaking:
Here are statements from two SEC Commissioners who opposed the recent SEC rulemaking as being too little (Aguilar and Walter) and it certainly has occurred too late. The third statement is from the SEC Chairman who supported the rule. It was the first time I recall one of the Democratic Commissioners voting against the Chair.
Some things worth noting in these statements includes:
1. In 1980, over three decades ago, the SEC itself issued a report saying it needed a comprehensive market surveillance system. Yet today, absolutely no such system exists and trading blow ups are becoming a regular event.
2. One of the Commissioners aptly states: “…it will likely take several more years before any consolidated audit trail system is finally in place..” The Commissioner goes on to point out that the system is years away, but will be based on the rule just adopted which the Commissioner comments: “…the rule we consider today is disappointingly weak…” The Commissioner goes on to state somewhat shockingly:
“the adopting release eliminates the requirement to report orders with a unique order identifier throughout the order’s entire life cycle with a more general requirement that the repository be able to link together all life cycle events for the same order. Further, the rule replaces the use of unique customer identifiers, which could enhance the ability of regulators to reliably and efficiently identify the beneficial owner of the account originating an order, with a less effective identification of the account holder–which, in some cases, would only reveal the entity named on the account rather than the actual individuals controlling it. In short, the rule’s flexibility may well result in less timely, complete and accurate information and therefore less effective market oversight.”
3. The data to be provided is not due to the SEC until 8 am the next morning. By that time the trades will all be over with, and in the instances of the Flash Crash, the Facebook IPO, and now the Knightmare on Wall Street, will have been old history. The SEC will be waiting overnight, losing sleep, while the data comes in so they can figure out what went wrong the day before, and why people lost money. So while the trading firms can develop extremely complex algorithms (some of which obviously do not work as intended), and do thousands of trades in a nano second, it was felt the SEC needed to give them until the next (years, years from now) to report their trade data.
As a result, it is likely there will be more, maybe even many more trading losses to be sustained by investors, before a proactive SEC steps in to ensure orderly, fair markets. In the meantime, the US capital markets are beginning to look and feel a little like the “casino” a former SEC Commissioner used to describe the London AIM markets.
Failure to Seek Shareholder Approval Lawsuit: Simon Property Group Sued by Pension Fund
I just blogged this on CompensationStandards.com’s “The Advisors’ Blog“:
Simon Property Group Inc. (SPG) directors were accused in a lawsuit by an investor of improperly increasing Chief Executive Officer David Simon’s compensation last year without seeking shareholder approval. The board of the largest U.S. shopping-mall owner wrongfully authorized a compensation package for Simon that provided $1.25 million annual salary, a cash bonus of double his salary, and $120 million in special stock awards as an incentive to stay with the company through 2019, a Louisiana pension fund claimed in the suit, filed yesterday in Delaware Chancery Court.
The $120 million retention award “is not tied to the company’s performance and instead guarantees enormous payments to Simon simply if he stays employed by the company” for seven more years, the fund alleged. Simon, based in Indianapolis, raised its dividend and increased its full-year forecast for funds from operations last month, citing increased demand for space from retailers at regional malls and outlet centers. Earlier this year, Simon bought a 29 percent stake in European shopping-center operator Klepierre SA and formed a venture with Rio de Janeiro-based BR Malls Participacoes SA (BRML3) to develop outlet centers in Brazil. Les Morris, a spokesman for Simon Property Group, said by e-mail that the suit is “meritless” and the company will defend itself against its claims.
The suit comes more than two months after Simon officials disclosed that 73 percent of the Simon shares voted at the company’s annual meeting opposed the granting of the retention award to the company’s chief executive.
Say-On-Pay Vote
Simon officials sought to defend the CEO’s compensation plan prior to the so-called “say-on-pay” vote, noting that total stockholder returns for the past 10 years were 597 percent compared with 58 percent for the S&P 500. Simon had been one of the company’s top executives during that period. Simon, son of the company’s co-founder, has been CEO since 1995 and chairman since 2007. The Louisiana Municipal Police Employees Retirement System, a Simon shareholder, accused the company’s directors of exceeding their authority by amending the company’s stock- incentive plan, created in 1998, without seeking shareholders’ approval.
The plan allowed the board to change its terms unilaterally unless shareholder approval was “required by law, regulation of listing requirement,” the pension fund said.
Tax Implications
Since changes to executives’ performance goals under the plan implicate tax laws, the board was required to have investors vote of them, the pension fund said. The investors filed a so-called derivative suit against Simon’s board, which would return any recovery from insurance covering the company’s officers and directors to the company’s coffers. The case is Louisiana Municipal Police Employees Retirement System v. Bergstein, CA No. 7764, Delaware Chancery Court (Wilmington).
The first deal cube tourney is over and we have a winner! This fine Black Jack Table submitted by none other than James Bond! Fitting ending for a riveting Olympics in London! The reality is that the winner was submitted anonymously, as some of the deal cubes were submitted that way and I affixed a name to them for fun.
We will kick off our second tourney in a week or so. I still have room for five more cubes for the third tourney – so if you have something that you want to see in bright lights, please email a picture to me. Thanks to all that submitted cubes for the first tourney – there were many upsets along the way based on how I had seeded the cubes. I will share some of that information soon enough…
I’m still looking for the oldest cube known to mankind. Right now, it’s this 1969 cube from Arthur Katz. Check out the simplicity of the cube – and see if you can remember the underwriters!
Blue Ribbon Report on Federal Sentencing Guidelines
– What was the process for preparing the report?
– What are the major lessons in the report?
– Any surprises when putting the report together?
More on our “Proxy Season Blog”
We continue to post new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net 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:
– Recent SEC Staff Guidance on Shareholder Proposals
– For Glass Lewis, More Proxy Clout Means More Heat
– Chart: Votes on Proxy Access Proposals
– Roosters Come Home for Chesapeake Energy
– Mid-Proxy Season Voting Review
Last week, both houses of Congress passed a new Iran sanctions bill, the “Iran Threat Reduction and Syrian Human Rights Act” (HR 1905), which is now headed to the President for his signature. This law once enacted is likely to have a significant impact on transactions with Iran, including companies in their ’34 Act disclosures.
Prohibited Transactions
Under this new law, the U.S. government – within 60 days of its passage – must prohibit non-US foreign entities that are owned or controlled by US Persons from knowingly engaging in any dealings, directly or indirectly, with the Iranian government and with “any person subject to the jurisdiction of the Government of Iran” that are prohibited as to U.S. Persons, and would make U.S. parent companies subject to civil penalties for violations of this new prohibition by their owned/controlled entities. We interpret the language highlighted in the previous sentence to effectively prohibit transactions with Iran itself, as any person or entity within Iran would presumably be subject to the jurisdiction of the Iranian government.
Although we would have to see OFAC implementing regulations to understand the precise scope of the prohibition, this change would essentially convert the Iran sanctions program into something resembling the Cuba embargo, under which both US companies and their owned/controlled foreign subsidiaries are prohibited from doing business with the Cuba. In such case, the foreign subsidiaries of US companies would likely be subject to the same kinds of prohibitions on doing business with Iran as the US parent company itself.
The legislation allows for a 180 day grace period (before the civil penalties would apply) for US companies to end their owned/controlled entities doing business with Iran or to divest themselves from such entities. Implementing regulations will hopefully clarify whether a non-U.S. subsidiary’s termination of Iran-related business within 180 days of H.R. 1905’s enactment would remove potential liability for the U.S. parent company.
Required Disclosures
Effective 180 days after enactment, ’34 Act reporting companies will be required to publicly disclose specific information about relevant Iran-related activities in annual and quarterly reports filed with the SEC. They will have an obligation to determine whether they or any affiliates have knowingly:
– engaged in any sanctionable activity under the ISA;
– engaged in any activities targeted by the Iranian Financial Sanctions Regulations (“IFSR”);
– engaged in the transfer of goods or technologies or the provision of services to Iran or Iranian parties to commit serious human rights abuses against the people of Iran; or
– conducted transactions with blocked persons (“Specially Designated Nationals”) designated for (i) involvement in activities related to terrorism or the proliferation of weapons of mass destruction or (ii) being part of the Government of Iran (including owned or controlled entities), except in the latter case for transactions authorized by the Office of Foreign Assets Control in the Treasury Department.
These companies will be required to describe in detail each activity listed above, which disclosure must include, at a minimum: (i) the nature and extent of the activity, (ii) the gross revenues/net profits, if any, attributable to the activity, and (iii) whether the company or any affiliate intends to continue the activity. To the extent a company includes such disclosure in its annual or quarterly report, the Act will also require it to submit a separate report with the same information to the SEC. The Act requires the SEC to promptly forward reports about such Iran-related activities to the President and Congress for further investigation and to post such reports on the SEC’s website.
Head’s Up: NYSE More Closely Screening Terms of New Preferred Stock
Here’s news – and analysis – from Mark W. Jones of Troutman Sanders:
In connection with a recent offering, we have learned that the NYSE is reviewing the terms of preferred stock being submitted for listing more closely. The NYSE told us that it has concluded that many series of preferred stock have, in the past, been listed without complying as fully with its listing standards as the NYSE would like. In light of that, NYSE is now scrutinizing new series of preferred more closely to ensure better compliance.
From a practitioner’s point of view, we think there are at least two morals to this story for those seeking to list preferred stock:
1. Use of a recently NYSE-listed precedent does not mean that NYSE will currently view your terms as compliant. In our deal, the NYSE objected to several terms – even though our preferred is substantively identical to a series listed by NYSE in late May 2012.
2. It is necessary to a smooth listing to submit draft terms to the NYSE for review as early as possible. Our NYSE listing rep did review the entirety of our articles and insisted on several (relatively minor) changes relating to voting rights across classes and contingent board rights.
The Latest Developments in Non-Profit Executive Pay
In this CompensationStandards.com podcast, Christina Young and Sandra Pace of Steven Hall & Partners discuss how setting executive pay in the non-profit world differs from doing so for public companies, including:
– How do non-profit boards set pay compared to public company boards?
– What are some of the challenges non-profit boards face in developing peer groups in order to gather comparable compensation data?
– What practice pointers do you have for non-profit directors making compensation decisions?
Wrapping up a project that I fevershly commenced six months ago – and have poured my heart and soul into – I am happy to say the inaugural 2013 Edition of Romanek’s “Proxy Season Disclosure Treatise & Reporting Guide” is at the printers. You will want to order now so that you can get your copy as soon as it’s done being printed in a few weeks. With over 1150 pages spanning 27 chapters, here is a detailed table of contents to help give you a sense of how practical it is. You can return it any time within the first year and get a full refund if you don’t find it of value.
The Irony of “Emerging Growth Companies”: Plenty of Examples to Go Around
Much has been written about Manchester United and other well-seasoned companies taking advantage of the new JOBS Act provisions that allow companies to go public as an “emerging growth company” without some of the regulatory burdens that they formerly would face (even ESPN has a Q&A on Man U’s IPO). Sadly, there are another wave of companies using the EGC framework that clearly shouldn’t be in the public market (as was predicted here and elsewhere when Congress was in the process of enacting this legislation without hearings, etc.).
Here is one example – WeRvaluecoupons – with some thoughts from Lynn Turner:
Here is the Form S-1 from yet another “emerging growth company” spawned by Congress (with a notice provision of “How2gopublic.com”). Its CEO is multifaceted as his title is a long one: President, Treasurer, Director, Chief Executive and Chief Accounting Officer. “Chief Bottle Washer” is about the only thing not on the list.
This company from Reno and incorporated in Nevada, has an auditor all the way across the country from Parsippany, New Jersey. The company has $5000 in cash and owes $2000 to venders (which coincidentally is the same amount as the auditor’s fees). It looks like an investor in this company would have better odds making a bet in Vegas at a black jack table.
The company states it will rely on debt financing in the future. But how is that? It has no cash flow and no assets to secure debt financing with, unless it comes from generous friends and family who have nothing better to do with their cash. This has all the trappings of the penny stock companies that a couple decades ago cost investors dearly.
One the other hand, one can only ask what sane investor would buy this stock from the selling shareholders (it appears the company is not itself selling any shares). It will be interesting to see how many hundreds of jobs this company creates.
Study: Endowments Doing Less Than Expected Given History as ESG Pioneers
Recently, the IRRC released this study that reveals college and university endowments’ environmental, social and corporate governance (ESG) investments as being less prevalent than often believed, particularly given their history as sustainable investing pioneers dating back to 1970s anti-apartheid campaigns. As noted in this press release, these finding are particularly surprising at a time when active incorporation of ESG factors into investment decisions is increasingly widespread among mainstream investors.
Over the past few years, the revolving door at federal agencies has gotten a fair amount of Congressional and media attention – as noted in this blog – even though the tradition been around as long as there has been a government. It’s only natural since one is quite likely to stay within your own profession when you leave the government. One doesn’t leave the SEC to become a doctor.
As noted in this recent NY Times article, a group of accounting professors has issued a study showing that the revolving door actually toughens enforcement results at the SEC. The study also found no evidence that law firms that hire large numbers of SEC alumni are able to extract more lenient enforcement outcomes from the agency.
My Ten Cents: SEC’s Revolving Door Is Not a Biggie
Personally, I’m not surprised in the least by the study’s findings. Generally speaking, SEC alumni treat the agency with more respect than those that have not graced its hallways – and I imagine that translates into not trying to push the envelope beyond the grey areas of the law. And I can’t imagine that the colleagues that they leave behind would cut corners for them. People that work at the SEC believe in the mission of investor protection. David Smyth agrees with my conclusion, noting that “financial industry defendants would respect (and be inclined to hire) staff who were smart and tough in their work, instead of unethical patsies who were willing to look the other way in exchange for a favor.”
I’ll add two observations. One is I’ve never had a conversation with anyone while working at the SEC or afterwards that somehow indicated that their future career played any kind of role in how they approached a situation while they worked at the SEC. And I’m a social guy and talked with hundreds of Staffers both during my two tours of duty at the SEC and afterwards.
The second is the SEC really benefits when someone that has been there before returns to the Staff. Unless you’ve worked at the SEC, you can’t imagine how different it is than private practice (and vice versa). They truly are two different animals. So someone returning to the Staff will be able to contribute right away – and in a big way because they have the background of the dual experiences. The SEC Commissioner that I worked for – Laura Unger – was unique because she had served in the SEC’s Division of Enforcement before she went to work on Capitol Hill. That gave her a huge leg up when she analyzed cases that came before her when she was in a position of deciding how to proceed on dozens of cases every month.
The bottom line is that it’s all about integrity. Either you have it or you don’t. And the fact that you’re willing to take a huge pay cut and go back into the government more than likely reveals that you have a lot of it. Not the opposite…
On Friday, SEC Chair Schapiro issued this statement about Knight Capital Group’s trading error, which is prompting the agency into conducting roundtables and investigations and hastening the SEC’s efforts into proposing rules that would require exchanges and other market centers to have specific programs in place to ensure the capacity and integrity of their systems. This in the wake of many retail investors giving up on playing the market – leaving machines to trade with each other in a high frequency trading world.
In our “Q&A Forum,” a member recently asked: “We are an NYSE issuer whose specialist is Knight & Co. whom you have undoubtedly heard on the news. We are closely monitoring Knight’s performance relating to the trading of our stock. I understand that Knight & Co. manages about 15% of our stock on the NYSE. How might this debacle impact us?”
As one of the handful of NYSE “Designated Market Makers” (DMMs), Knight is a major market participant with the responsibility, among others, to conduct both physical and completely automated auctions for several hundred NYSE listed stocks assigned to it, and to maintain an orderly market in those stock. As a DMM, Knight also constantly competes as a market participant using “algorithmic” quotes, in an entirely automated process.
These computerized processes based on trading algorithms can go awry. Thus, as Knight has reported, on Wednesday morning it accidentally unleashed millions of orders to buy and sell stocks based on rogue algorithmic quotes. Characterized as a software glitch, Knight incurred some $440 million in losses for itself in the process, and caused major price volatility in a large number of listed stocks This in turn immediately adversely impacted Knight’s capital base and threatened its ability to stay in business.
As the extraordinary volatility in some stocks was happening, incoming orders were directed away from Knight. Also during that period existing mechanisms to curb volatility in single stock prices were triggered to a limited extent, resulting in trading pauses for some of the affected stocks. Once stability returned, transactions by other market participants occurring at the artificial prices were canceled by the exchanges. Because of the sudden and significant impact on Knight’s capital base, the issue now is the ability of Knight to continue in its role not only as a New York Stock Exchange DMM, but also as a major wholesale market maker generally.
As reported, Knight is actively engaged in efforts to shore up its capital base. If Knight were unable to remain a DMM, the stocks assigned to it would be allocated to other DMMs, and trading would continue as before, with another DMM having the same responsibility, commitments, and accountability in the market. However, because DMMs are active, competing market participants, and there are only a few of them, the quality of the market could be seen as diminished with the exit of a major player. The trepidation that has kept retail investors away in droves for some time would be amplified. Trading in individual listed securities, and price discovery, should not be impacted however, although as this most recent disruption reminds us, “algo” trading has fundamentally changed our stock markets. New “limit up-limit down” measures to curb volatility have been approved and are to be implemented on a pilot program basis effective February 4, 2013.
Hedge Funds & General Solicitation: The Brewing Controversy Over the SEC’s Rulemaking Plans
As I blogged recently, the SEC has noticed an open Commission meeting for August 22nd to consider three rulemakings. As noted in this Institutional Investor article, it appears that the SEC may adopt an Interim Final Rule on that date rather than go through the normal proposal and comment period. As reflected in this Investment Company Institute letter to the SEC, there are some that are not happy about this fast-track approach to an important rulemaking…
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net 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:
– The Endangered Public Company
– Officer Removal: California Weighs In
– Delaware Expedites Proceedings to Enjoin Enforcement of Advance Notice Bylaw
– SEC’s Internal Controls Still Deficient
– Federal Judge Identifies Three Statement Categories That Are Not Actionable Under Securities Laws