February 24, 2015

Transcript: “Conflict Minerals: Tackling Your Next Form SD”

People have been clamoring for the transcript from the recent webcast: “Conflict Minerals: Tackling Your Next Form SD.” And it’s now posted. The topics include:

– Pending Litigation and Current SEC Guidance
– Observations from 2014 Form SD Filings
– Common Errors in 2014 Form SDs
– Recent Corp Fin Guidance
– How Disclosures Should Be Changed for 2015
– Independent Private Sector Audit (IPSA) Considerations

The SEC Commissioners Speak: More Changes Coming?

Recently, the SEC Commissioners have delivered a higher volume of speeches than normal. Some of them seek some interesting changes. Here are a few:

SEC May Encourage “Venture Exchanges” – In this speech, SEC Chair White noted that the SEC may encourage the development of venture exchanges as venues to provide more liquidity for the securities of smaller companies (see this Bloomberg article)

SEC May Issue Guidance on Bad Actor Waivers – As I’ve blogged a few times, the Commissioners have been battling over the topic of bad actor waivers. It’s such a hot potato that most waivers now coming from the Commissioners, not the Corp Fin Staff itself. In this speech (and covered in this blog), SEC Commissioner Gallagher addressed the current debate over this topic (and this Reuters article notes that the SEC will be issuing guidance in this area).

SEC May Revisit E-Proxy – As noted in this Reuters article, SEC Commissioner Piwowar wants the e-proxy rules to be studied, particularly its impact on retail voting.

SEC Looking to Bring Enforcement Cases Over Cybersecurity Disclosure – As noted in this Reuters article, David Glockner, Director of the SEC’s Chicago Regional Office, said the SEC wants to bring enforcement cases over poor internal controls and/or misleading disclosure about a cybersecurity breach.

SEC May Issue Guidance on When Its Cases Will Go Before an Administrative Law Judge – As I have blogged several times (and as noted in this blog), there is controversy over when the SEC uses administrative proceedings to seek penalties against non-registered respondents. As noted in this speech, SEC Commissioner Piwowar wants the SEC to issue guidelines about when the SEC will use an ALJ. As noted in this article, the SEC has been getting sued over the use of its own administrative law judges to try enforcement cases. Here’s a Perkins Coie memo with more info about speeches on enforcement issues.

The Glaring Lack of Racial Diversity Continues in Our Profession

In this speech, SEC Commissioner Luis Aguilar listed his priorities including wrapping up the outstanding rulemakings required by Congressional acts and the need for the SEC to bring enforcement cases that are a real deterrent. Aguilar has been the Commissioner to periodically make speeches about diversity, probably the most challenging task facing our profession. The speech lays out the progress – and lack thereof in some cases – that the SEC has made in promoting diversity. But this is not a challenge just for the SEC. It is a challenge across the board for law firms, for companies, etc.

– Broc Romanek