May 2, 2014

Going to Print: Popular “Romeo & Dye Section 16 Forms & Filings Handbook”

Good news. Alan Dye just completed the 2014 edition of the popular “Section 16 Forms & Filings Handbook,” with numerous new – and critical – samples included among the thousands of pages of samples. Remember that a new version of the Handbook comes along every 4 years or so – so those with the last edition have one that is dated. The last edition came out in 2009.

Act Now: If you don’t try a ’14 no-risk trial to the “Romeo & Dye Section 16 Annual Service,” we will not be able to mail this invaluable resource to you this month when it’s done being printed. The Annual Service includes a copy of this new Handbook, as well as the annual Deskbook and Quarterly Updates.

Does the SEC Have Authority to Require Disclosure to Further Societal Interests?

A few weeks ago, in the midst of a blog on a different topic, I noted that conflict minerals wasn’t a good idea for the securities law. This led to an interesting email discussion with Adam Kanzer, Domini Social Investments’ General Counsel about what is the purpose (purposes?) of eliciting disclosure from public companies.

Here are Adam’s thoughts on the subject:

Is there a social purpose of the securities laws? Although the original intent was to guard against fraud, that was the problem of the day. If one reads Section 2 of the 34 Act, it seems pretty broad to me. If the capital markets are creating broad societal problems, I think the SEC has authority, as they did with Y2K, and as they do with climate change.

The original enacters of the ’33 and ’34 Acts, of course, were not considering conflict in the Congo or climate change (both of which raise significant social, environmental and economic issues). The point is that the SEC has broad authority to regulate capital market participants to protect the public interest. That’s a broad mandate that they should embrace. According to this study by Steve Lydenberg, the key phrase “necessary or appropriate in the public interest or for the protection of investors” appears in several variations approximately 210 times in the 34 Act.

I find it very hard to accept that the Roosevelt Administration intended to create an agency solely dedicated to the financial interests of the wealthiest Americans, and I strongly suspect that if Brandeis were alive today, he’d recognize his fingerprints on the conflict minerals rule. For more, check out Cynthia Williams’ Harvard Law Review article on the SEC and ESG disclosure. It’s time for the SEC to recapture its original purpose in a world of globalized systemic risks.

Happy Anniversary Baby! 12 Years of Blogging and Counting

Tomorrow marks 12 years of my blither and bother on this blog (note the Blog is over 10 years old – not shabby!). It’s one time of the year that I feel entitled to toot my own horn – as it takes stamina and boldness to blog for so long. A hearty “thanks” to all those that read this blog for putting up with my personality. I’m sure I won’t get more refined with age…

– Broc Romanek