I have posted the transcript for our recent webcast: “Reg D Offerings: What Is Happening Now.” I continue to post memos on the new rules in our “Regulation D” Practice Area – and the Reg D spreecast has now over 900 views.
In his blog – and in this one too – Steve Quinlivan reports on the first week of permissible general solicitation – flying cars? And MoFo’s Ryan Williams also blogs about the first general solicitations. Meanwhile, Mark Suster blogs about “Is @AngelList Syndicates Really Such a Big Deal?”
PCAOB Planning Outreach to Audit Committees
In this speech, PCAOB member Jay Hanson recently noted that the PCAOB is planning on conducting outreach with audit committees through a number of avenues including holding town-hall-style meetings and reaching out to organizations to increase its participation in conferences. As noted in this article, the PCAOB is even reaching out through audit firms.
Join us on November 12th for the webcast – “Audit Committees in Action: The Latest Developments” – during which PCAOB Board Member Jay Hanson, Morgan Lewis’ Linda Griggs, Home Depot’s Stacy Ingram and Deloitte’s Carol Larson will analyze all the latest developments impacting the audit committee.
Catch Up Now: “PCAOB’s Audit Report Proposals: Sleeper?” Spreecast
On Monday, a lawyers and an accountant – Davis Polk’s Joe Hall & re:theauditor’s Francine McKenna – spent 40 minutes on this spreecast – “PCAOB’s Audit Report Proposals: A Big Sleeper?” – explaining the importance of a proposal whose comment period is 4 months long. This one is a sleeper! The archive is now available – with over 400 views already!
Squeezed in just before the government shutdown – the Federal Register site indicates they are now severely restricting what is being published – the SEC’s pay ratio disclosure proposal was published yesterday in the Fed Reg. So the comment period has officially started – even though a number of comments have already been submitted. It ends in 62 days – on December 2nd.
For recent commentary by SEC Chair White about the status of the other “Four Horsemen” (i.e. outstanding Dodd-Frank governance and exec pay rulemakings), read the entry I just posted on CompensationStandards.com’s “The Advisors Blog.”
Note the SEC has changed the “shutdown” language on its homepage so that it’s no longer confusing by tweaking the sentence that links to its shutdown plan.
Upcoming Webcast: “Doing Your Pay Ratio Homework Now: A Roadmap”
I’ve just put together this CompensationStandards.com webcast for next Wednesday, October 9th (noon eastern) – “Doing Your Pay Ratio Homework Now: A Roadmap” – so you can hear Compensia’s Mark Borges, Deloitte Consulting’s Mike Kesner and Towers Watson’s James Davies, Steve Seelig and Dave Suchsland get into the nitty gritty about how to do the math in the SEC’s pay ratio proposal.
This program will not be an overview of the SEC’s new proposal on pay ratio disclosures–we have posted plenty of memos to get you up-to-speed. Rather, this program will drill down to see where you stand if the proposal was adopted–and to help you decide whether you should consider submitting a comment letter to the SEC using hard facts. So this program will help you evaluate how to choose a compensation definition; how to conduct statistical sampling in this area; how to access the right data and calculate the median.
Then after that webcast ends, join this TheCorporateCounsel.net webcast – “Dealing with the Board: Presentations, Etiquette & More” – at 2 pm eastern on October 9th featuring legends Stasia Kelly of DLA Piper, John Olson of Gibson Dunn and Stewart Landefeld of Perkins Coie.
SEC Pays $14 Million to Whistleblower! Ka-Ching!
Crime doesn’t pay? Whistleblowing sure can! Yesterday, the SEC paid $14 million to a whistleblower. The SEC’s whistleblower awards can range from 10-30% of the money collected in a case.
Kudos to the students in the International Transaction Clinic at the University of Michigan Law School for creating a novel “C-corporation with benefit corporation language” as noted in this Forbes article.
As I blogged yesterday, the SEC is fully operational even though the federal government is shut down. In fact, as noted in this Reuters article, the SEC can stay open – with all Staffers happily working – for a few weeks even if the government remains closed since it has access to some funds that other agencies don’t have (due to “carryover balances”). Dave is quoted in the piece about the potential impact on IPOs if the shutdown drags on for more than a few weeks…
The PCAOB is open. It’s a private sector agency with a December 31 fiscal year-end that is self-funded. Still, you would think they would post a note since some might not know that…
Today’s Webcast: “The Shareholder Proposal Process: Practice Pointers”
Tune in today for the webcast – “The Shareholder Proposal Process: Practice Pointers” – as those that deal with the proposal process most discuss the intricacies of the process including Marty Dunn of O’Melveny & Myers; Beth Ising of Gibson Dunn; Keir Gumbs of Covington & Burling; Paul Neuhauser of the Interfaith Center on Corporate Responsibility and consultant Beth Young.
The topics for this program are:
– From the proponent’s perspective, what factors are considered when deciding to “copy” a form of proposal that has avoided exclusion versus experimenting with a new formulation of proposal?
– From a company’s perspective, what factors are considered in deciding whether to submit a no-action request?
– What are good practices for negotiating over a proposal (including negotiating even before a proposal is received)?
– Under what circumstances does a proponent or company decide it’s not worth trying to negotiate out a proposal?
– From a proponent’s perspective, how does one decide whether to continue pursuing an issue for more than one year?
– On the company side, what type of post-mortem should the board and management conduct after each vote?
– What are good practices for working with the SEC Staff after a no-action request has been submitted?
– What are good practices for working with the other side while a no-action request is pending?
– What are factors to consider in deciding whether to appeal a no-action decision, including deciding to sue?
– What are good practices in drafting a supporting statement? In drafting a statement of opposition?
Our October Eminders is Posted!
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