Monthly Archives: September 2015

September 30, 2015

SEC Proposes Changes to ALJ Tribunals

Last week, the SEC proposed amendments to how it’s administrative tribunals work in an attempt to quell the firestorm over its use of ALJs (although, as this blog notes, the proposal does little to address constitutional challenges to the SEC’s use of ALJs). We’re posting memos about the proposal in our “SEC Enforcement” Practice Area. The proposals include three primary changes to the SEC’s Rules of Practice:

– Adjust the timing of administrative proceedings, including by extending the time before a hearing occurs in appropriate cases
– Permit parties to take depositions of witnesses as part of discovery
– Require parties in administrative proceedings to submit filings and serve each other electronically, and to redact certain sensitive personal information from those filings

Keith Bishop wrote this interesting blog about the proposal entitled “When Is Medical Information Considered Sensitive?” And this proposal comes a few days after, as noted in this blog, the Second Circuit handed the SEC another defeat – forcing the SEC to stay the administrative proceeding against well-known fund manager Lynn Tilton. It’s hard to tell why though, as the Second Circuit’s order is one sentence long.

Meanwhile, this Bloomberg article summarizes a study that claims that the SEC’s Enforcement Division is padding its “success” numbers…

SEC Enforcement & the Electronic Communications Privacy Act

In this blog, David Smyth lays out how the pending “Electronic Communications Privacy Act” could impede Enforcement’s ability to obtain emails not used through normal corporate channels…

The UK’s Modern Slavery Act Applies to Many Companies Doing Biz in the UK!

As noted in this Cooley memo, the UK has adopted the Modern Slavery Act 2015, which imposes specific transparency requirements on many companies doing business in the UK, regardless of where the company is incorporated! There is a threshold for doing business in the UK that triggers its applicability. I don’t know if the number is settled yet, but I’ve heard £36 million – so it will certainly apply to many larger companies. That is quite a broad sweep!

– Broc Romanek

September 29, 2015

ISS Policy Survey Results: Proxy Access Restrictions Problematic for Most Investors

As noted in this press release, ISS has released the results of its annual policy survey (here’s the full summary of the results). Here’s a few highlights (and more from Ning’s blog):

1. Proxy access – Survey responses fell close to the ISS policy adopted last year as “large majorities” of investors believe ISS should issue negative recommendations if management adopts a higher-than-3% requirement – with 90% investors seeking negative recommendation if the threshold exceeds 5% or if the ownership requirement exceeds 3 years. Large majorities (ranging from 68-80%) believe negative recommendations are warranted if the aggregation limit is fewer than 20 shareholders – or if a cap on nominees is less than 20% of the existing board size.

2. Overboarding – For directors who are not CEOs at the company, 34% of investors believe that a 4-directorship limit is appropriate; 18% believe that 5 is acceptable, and 20% believe that 6 is fine (which is the status quo for ISS policy). 16% said “it depends/other” suggesting a 3-directorship limit – and 12% didn’t support any limit. For CEOs at the company, 48% of investors believe that 2 seats (including the CEO’s own company) is an appropriate limit, while 32% believe that 3 seats is fine (the status quo for ISS policy) – and 12% didn’t support any limit.

If you’re up in the Northwest, you may want to check out the Society’s “Essentials Express Seminar & Western Regional Conference” on October 7-9 in Seattle.

Yates Memo: Assistant AG Weighs In

As we continue to post oodles of memos on the DOJ’s “Yates memo,” we get word from this Mintz Levin blog about some commentary from Assistant AG Leslie Caldwell that fleshes it out. Here’s an excerpt:

As recently reported in our Health Law & Policy Matters blog, a central tenet of the Yates memo is that in order to qualify for cooperation credit, a corporation must identify all individuals involved in the wrongdoing and provide all relevant evidence implicating those individuals to the government. AAG Caldwell explained “This means that companies seeking cooperation credit must affirmatively work to identify and discover relevant information about culpable individuals through independent, thorough investigations. Companies cannot just disclose facts relating to general corporate misconduct and withhold facts about the responsible individuals. And internal investigations cannot end with a conclusion of corporate liability, while stopping short of identifying those who committed the criminal conduct.“

Expanding upon DAG Yates’ remarks last week at NYU Law School, AAG Caldwell stated “We recognize, however, that a company cannot provide what it does not have. And we understand that some investigations – despite their thoroughness – will not bear fruit. Where a company truly is unable to identify the culpable individuals following an appropriately tailored and thorough investigation, but provides the government with the relevant facts and otherwise assists us in obtaining evidence, the company will be eligible for cooperation credit. We will make efforts to credit, not penalize, diligent investigations. On the flip side, we will carefully scrutinize and test a company’s claims that it could not identify or uncover evidence regarding the culpable individuals, particularly if we are able to do so ourselves.” AAG Caldwell also explicitly recognized that DOJ can sometimes obtain evidence that a corporation cannot.

To the extent that practitioners read the Yates memo as erecting an impossible hurdle to cooperation credit, AGG Caldwell’s remarks indicate that each case will be evaluated on its facts. AAG Caldwell made at least one other point worth noting: the Yates memo does not change existing DOJ policy regarding the attorney client privilege and work product protection. Prosecutors will not be seeking corporate waiver of these protections.

Poll: Will Change in NYSE’s “Material News” Policy Impact Timing of Quarterly Earnings?

Dave blogged a few weeks back about the NYSE’s new “material information” policy (see the memos in our “NYSE Guidance” Practice Area). In response to this query in our “Q&A Forum” – “Is it expected that companies will begin to announce quarterly earnings before 7 am to avoid the NYSE requesting that the announcement be delayed until after market or recommending a halt in trading if earnings differ significantly from market expectations?” – I am running this anonymous poll:


– Broc Romanek

September 28, 2015

Disclosure Effectiveness: SEC Seeks Reg S-X “Other Than a Registrant” Input

On Friday, the SEC posted this 35-page “request for comment” about Regulation S-X for entities other than a registrant, including acquired companies, unconsolidated subsidiaries, guarantors & more (as this blog notes, there are four Reg S-X requirements being focused upon). This is the first step in the SEC’s disclosure effectiveness project. The comment period runs 60 days. And no, I don’t know why they didn’t call this a “concept release”…

As noted in this blog, the SEC’s Advisory Committee on Small & Emerging Companies has come up with three written recommendations, one seeks to enlarge the smaller company universe by revising the threshold to become one to a $250 million float…

Consultant Independence: What to Make of the Korn Ferry/Hay Group Merger?

In the wake of last week’s merger announcement, a reporter sent me this question: “What do you make of Korn Ferry’s acquisition? Does this raise independence issues under Dodd-Frank for companies that might pay a substantial amount to Korn Ferry for CEO, board search etc. who also consult with Hay Group on executive compensation? Most companies use the same consultant for executive and director compensation consulting. Is there extra due diligence required by the comp committee if they use the same firm for both services? Additional disclosure? Will boards have to start reporting how much they pay for executive and board searches?”

Here’s an answer that I received from Mark Borges:

I wouldn’t think board recruiting would trip a comp consultant’s independence. As you know, advisor “independence” must be considered, but there’s no requirement that a Compensation Committee use an independent advisor. So the assessment is really all about whether, in the opinion of the Compensation Committee, the highlighted relationship with the company impairs independence.

As you note, there is, on its face, a possible independence issue where a company retains Korn Ferry for specific services (such as a CEO, director search) while the Compensation Committee also uses the Hay Group for its executive compensation consulting. It’s really no different than the issue that the major HR firms faced a few years ago when they had to choose between their retirement and health care consulting services and their executive compensation consulting services. They chose the former because it presented a larger revenue stream and spun off their consulting businesses.

You can argue that an organization such as Korn Ferry is large enough to establish an effective barrier between its general services and its consulting business to avoid actual conflict situations (and, I suspect, that’s exactly what they will do). However, for many companies, it’s the appearance rather than the reality of a conflict which caused them to shy away from relationships with companies where they may have been receiving both consulting and non-consulting services. This may, in fact, happen here.

While the rules don’t prevent anyone from using Korn Ferry for their general services and Hay Group for their compensation consulting, it’s probably going to lead to a little extra diligence to justify the arrangement to be able to respond to inquiries about independence.

SEC Girds for Government Shutdown

Even though it now looks likely that Congress will not shut down the government – they have three days to avoid that result – the SEC has posted a note on its home page that it will remain “open and operational” if there is a lapse in appropriations on October 1st. If a shutdown is extended, the SEC has posted this 19-page operations plan if this “worst case” scenario happens. The operations plan doesn’t cover a partial shutdown if the SEC still has some funds available, which is what happened in 2013

– Broc Romanek

September 25, 2015

Profiling the Average Whistleblower

This recent report from The Network outlines a profile of the average whistleblower that is, in many respects, contrary to the stereotype – and certainly instructive for companies. The report includes suggestions on how to foster a culture of reporting to mitigate whistleblower risks.

Average Whistleblower

– Likely to be an actively engaged, well-performing employee – most likely a supervisor or high-level manager
– 92% report internally first.
– Only 20% ever share their concerns with anyone outside the company; 9% report to the government.
– Reasons for reporting externally run the gamut – with the most frequently cited being “a big enough crime,” but the least likely reason is the potential to receive a substantial monetary award. 65% of surveyed employees would be willing to report externally if their company was not responsive to their internal report.
– 1 in 5 whistleblowers purportedly experienced retaliation after reporting misconduct internally.
– 1 in 3 non-reporters cited fear of retaliation as their reason for not reporting internally.
– An astounding 1 in 5 whistleblowers are the company’s consultants and contractors – not employees.

As Broc blogged last week, on the heels of the SEC’s recently released Interpretive Guidance clarifying its position that an individual doesn’t need to report possible violations of the securities laws to the SEC to be characterized as a “whistleblower” entitled to Dodd-Frank’s anti-retaliation protections (rather, such protections are also available to individuals who report internally first), the Second Circuit – in a split decision – agreed with the SEC in Berman v. Neo@Ogilvy LLC that a Dodd-Frank whistleblower did not have to make a report directly to the SEC to bring a Dodd-Frank retaliation claim.

However, as discussed in Proskauer’s blog, in a fairly concurrent case, the US District Court for the Central District of California, in Jennifer Davies v. Broadcom, dismissed a whistleblower retaliation claim, ruling that Dodd-Frank’s anti-retaliation provision only protects whistleblowers who provide information to the SEC – thus again demonstrating a circuit split on this key issue.

Access heaps of additional surveys and other resources in our “Whistleblowers” Practice Area.

SEC Enforcement: Accounting-Barred Felon Resumes Practice Under Assumed Name

Even after decades of practice in the public company arena, I never cease to be amazed at what some people will do. After being convicted for wire fraud and attempted tax evasion, snitching on mobsters as a government informant and declining to go into the DOJ’s witness-protection program, and then having his accountant license revoked pursuant to an SEC order, Stephen P. Corso reportedly allegedly resumed providing accounting and consulting services to public and pre-IPO companies under the assumed name of Steven John Corso.

The SEC apparently has called on Corso to cease providing accounting services and surrender all improperly received compensation since 2009, and is investigating his activities as part of a potential enforcement action into a penny-stock fraud.

See also these ValueWalk and Business Insider articles.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– Board Basics: Director Effectiveness Reminders & Tips
– OSHA Clarifies Whistleblower Investigation Standard for Merit Finding
– Audit Committee Charters: Cybersecurity Oversight
– NYC Bar Opines on Ethical Duties for Internet Scams
– Board Evaluations: Back to Basics


– by Randi Val Morrison


September 24, 2015

Contemplating Potential Dodd-Frank Clawback Exposure

On the heels of the SEC’s controversial clawback proposal (see this convenient Fact Sheet), Audit Analytics provides some context and color around the potential clawback exposure if the new rule is adopted as proposed based on an evaluation of NYSE and Nasdaq company restatements in 2014 that triggered Item 4.02 Form 8-K (non-reliance on previously issued financials) filings.

Interestingly, in 2005, 67% of the total restatements (including but not limited to NYSE/Nasdaq-listed companies) were Item 4.02 restatements – compared to just 24% in 2014. Of the 69 NYSE or Nasdaq companies that filed Item 4.02 Form 8-Ks in 2014, only four mentioned their restatement in the executive compensation section of their proxy statement, and only one actually clawed back compensation from the restatement period.

Pending the new rules, clawbacks would have been prompted either voluntarily or by SOX 304’s clawback provision, which is triggered by a restatement because of material noncompliance, due to misconduct, with financial reporting requirements under the federal securities claws. Although the proposed Dodd-Frank clawback rule is no-fault (i.e., does not require misconduct to trigger the clawback), the number of Item 4.02 Form 8-Ks among listed companies is an indicator of overall potential exposure.

Conflict Minerals Conundrum

Companies reportedly incurred about $709 million and six million staff hours last year to comply with the controversial conflict minerals rules, according to research by Tulane University and Assent Compliance. Additionally:

2014 Conflict Minerals Filings

– 90% of the 1,262 companies that filed conflict minerals reports purportedly couldn’t determine whether their products are conflict-free.
– Less than 24% of companies reached full compliance with the law.
– 2/3 didn’t describe their country of origin
– 43% failed to disclose their due diligence framework

See also this recent study by the American Action Forum revealing that from 2010 – 2014, the Dodd-Frank Act has imposed approximately $22 billion in costs and 61 million paperwork burden hours – including a combined $6 billion in costs for Conflict Minerals and Resource Extraction Issuers rulemaking. About 1/4 of the Act has yet to be implemented. See also this Chamber of Commerce blog illustrating Dodd-Frank’s effects in chart form.

Access our heaps of helpful resources in our “Conflict Minerals” Practice Area.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– CEO Succession: Moving Beyond Fundamentals
– Reaping the Benefits of Board Diversity
– GCs Cite Regulation & Compliance as Chief Concern
– (More) Audit Committee Agenda Items
– How to Brief the Board on IT Matters

– by Randi Val Morrison

September 23, 2015

Disclosure Effectiveness Efforts Underway

Preliminary results of a joint survey between Financial Executives Research Foundation (FERF) and EY reportedly reveal that the majority of companies are taking actions voluntarily to improve their disclosure effectiveness pending the outcome of Corp Fin’s Disclosure Effectiveness initiative. Based on the survey, 83% of companies are focused on changes to their annual and interim filings rather than proxy statements or earnings releases at this point.

Disclosure Effectiveness Voluntary Changes – Focal Points

– 79.50% Reducing redundancies/more cross-references
– 76.90% Eliminating outdated information
– 76.90% Eliminating immaterial information
– 30.80% Less narrative disclosures in favor of graphs, charts and infographics
– 17.90% Greater use of technology
– 15.40% Holistic change approach
– 5.10%  Other areas

The survey, which was launched in July, is planned to result in a report to be issued in late fall of this year. Stay tuned!

Access the comments submitted to Corp Fin to date on its Disclosure Effectiveness initiative here.

Form 10-K Word Counts Drop in 2014

FEI reports that word counts in the MD&As within the Form 10-Ks of the Fortune 50 – and footnotes – measurably decreased in 2014 compared to 2013. This is concurrent with the increased emphasis on improving disclosure effectiveness. Specifically, LogixData calculated 16,111 average words in 2014 – compared to 17,657 in 2013, which was up from 17,107 in 2012. However, it’s unclear at this point whether these reduced word counts equate to improved disclosure effectiveness.

Not surprisingly (at least from this lawyer’s point of view), participants in EY’s discussions on this topic last year cited litigation and compliance risks, competing disclosure objectives in accounting and SEC reporting standards, and the different needs of different investors as impediments to more effective disclosure.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– Tips for Building Your Board Pre-IPO
– Social Media & the Board
– DOJ Guidance: Internal Investigations & Other Charging Considerations
– DOJ Issues Cybersecurity Guidance
– Study: SOX 404 Penalizes Compliant Companies

– by Randi Val Morrison

September 22, 2015

The Evolving Retail Investor

On the heels of the recent Dupont-Trian proxy fight, wherein the vote of Dupont’s sizeable retail investor base proved to be decisive, this Brunswick Group report focuses on that scarcely evaluated, yet increasingly important, investor group – retail investors – concerning their views on activism. Importantly, companies, which have typically relied on their retail investors to support management, should understand the apparent trend toward retail investors’ familiarity and potential alignment with activist views.

Brunswick’s recent survey of just over 800 active retail investors revealed that the majority:

– Are aware of shareholder activism
– Think there needs to be a greater focus on shareholder value in corporate America
– Believe activists add long-term value
– Want to be informed during the campaign, and most trust third-party sources, and
– Are likely to vote if they care about an issue

While shareholder engagement has become mainstream, the focus of that engagement for most companies – outside of the annual meeting context – has been virtually exclusively on their major institutional investors. The results of this survey should prompt companies to consider broadening their comprehensive engagement efforts to actively include their retail investors.

Similarly, active retail investors should make a concerted effort to express their views in a mature and constructive fashion, i.e., as has been the case with many institutional investors, they should seek to learn how to effectively engage with companies, and only resort to confrontational tactics after other, more constructive approaches have failed.

Activism Trends & Preparedness

This recent Sidley article highlights key activism trends and corresponding response preparedness tips, which include the board keeping an open mind and evaluating each activist situation individually rather than preparing a semi-rote response playbook, as is frequently suggested.

Key stats include:

– Activists targeted more than 200 companies in 2014 – compared to about 120 in 2010.
– Activist funds now have more than $200 billion in assets under management and, as a class, they outperformed all other hedge fund strategies in 2014.
– Activists had a 73% success rate last year in placing their director nominees on targeted company boards – either through full-blown proxy contests or negotiated settlements.
– Activists won 197 board seats and were instrumental in replacing 19 CEOs in 2014.

See also this WSJ article noting an uptick in business school student interest in activism.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– The Many Benefits of Institutional Investor Engagement
– Building Effective Boards: Emerging Trends
– Cybersecurity: (More) Guidance for Directors
– Most Filers Adopt New COSO Internal Control Framework
– Shareholder Activism: Guidance for CFOs


– by Randi Val Morrison


September 21, 2015

Survey: GC Value & Succession

This recently released NYSE Governance/Barker Gilmore survey, “GCs: Adding Value to the C-Suite,” examines the value of GCs as perceived by public company directors and CEOs.

Key findings include:

– 86% of CEOs and directors reported GC succession planning as a priority – but only 40% of those companies have a formal succession plan in place
– 90% of directors and CEOs expect internal GC succession candidates to be benchmarked against external talent
– More than half of company directors believe having a GC serving as an independent director on an outside board adds value to the company
– Nearly 90% of GCs also serve as the company’s Corporate Secretary
– Directors say GCs add the most value to board meetings by serving as ethical sounding boards and monitors of best practices
– Directors agree that their GC would most benefit from additional expertise in cyber security, social media, and crisis management
– Directors rate their GCs highly for their understanding of: (i) compliance/ethics; (ii) corporate governance; (iii) industry knowledge; (iv) risk oversight; (v)  document retention; and (vi) guidance on shareholder engagement.

See also the results of the recently conducted Inside/Outside Counsel Relationship Survey, which revealed a number of perception and expectation gaps between inside and outside counsel – including this one:

Managing costs and expenses and timely bill processing provide the biggest disconnect between in-house and outside counsel in their working relationship.

  • Corporate respondents’ greatest challenge in working with outside counsel is unpredictability or improper management of costs and expenses.
  • Firm respondents cite delay in processing bills and unreasonable rate levels and staffing limitations as the biggest challenges in working with in-house counsel.

Strategic Succession Planning

This blog discusses a rarely practiced approach to succession planning that is worth sharing – i.e., succession planning for the “Pivotal Leadership Trio” (PLT) consisting of the board, CEO and the executive management team as a whole, rather than as distinct and unrelated categories. This concept is based on the logical notion that these three “pillars” are inter-related such that a change in one role impacts the dynamics of the PLT as a whole.

Author Johanne Bouchard makes the credible analogy to a sports team – where any change in players impacts the whole – and in a way that can vary the outcome significantly depending on who is out of the game, who the other players are at the time, and who is put in play as a replacement. The analogy makes sense, and makes this approach as applied to corporate succession planning worth consideration.

See also the author’s e-book on Board Composition, and oodles of additional resources in our “Director Recruitment/Board Succession Planning,” “CEO Succession,” and “Board Composition” Practice Areas.

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor 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:

– VC Trends: Seed & Early Stage Financings & More
– International Audit Regulators: Almost 50% of Inspected Audits Worldwide Deficient
– More on “Whistleblowers: SEC Brings 1st Confidentiality Agreement Case”
– Hefty Price of Executive Indiscretions
– How to Use a Board Meeting Consent Agenda


– by Randi Val Morrison

September 18, 2015

Should Directors Annually Declare What Is “Material”?

As noted in this article, there is a movement afoot for directors to annually declare what is “material” for the company. This campaign – calling for a “Statement of Significant Audiences and Materiality” – has been launched by Harvard’s Bob Eccles & Tim Youmans through this paper, and is in conjunction with the UN Global Compact, UN PRI, UN Environment Programme Finance Initiative and the American Bar Association’s Task Force on Sustainable Development. A first example was issued by Aegon. Here’s an excerpt from the article:

Given that a board may have obligations to multiple stakeholders or audiences, we suggest that a company’s board of directors issue an annual “Statement of Significant Audiences and Materiality” (The Statement), which identifies the company’s significant audiences — and, by implication, those that are not significant. These audiences may include shareholders, bondholders, employees, or NGOs representing a variety of environmental, social, and governance (ESG) issues.

Only a page in length, The Statement enables the board to clearly and concisely communicate which issues are material to which of its audiences, and over what time frame. The benefits are clear for corporate reporting on material issues in financial or integrated reports: If, for example, a board decides that the only significant audience is short-term shareholders, then the only issues that are material are those that affect short-term financial results. Alternatively, a board may decide that the most significant audience is the company’s employees, and that it will cut dividends before approving layoffs.

Climate Change: More Pressure on Companies Belonging to Chamber

Recently, this letter – signed by over 60 investors – was sent to 50 companies who serve as board members or prominent company members of the US Chamber of Commerce urging them to act in the climate change area. Many of the companies receiving the letters already have strong policies addressing climate change, but this group of investors want to ensure those strong policies aren’t undermined by the Chamber lobbying against the EPA & the Clean Power Plan.

More on “Shareholder Approval – SEC Seeks Comment on NYSE’s “Early Stage Companies” Proposal”

Last month, I blogged about the SEC seeking comment on a NYSE proposal regarding the shareholder approval rules regarding “early stage” companies. I forgot to blog about the novelty of how the SEC went about this – here’s an excerpt from this blog by Cooley’s Cydney Posner that fills that bill:

This certainly appears to be an unusual action by the SEC. The SEC had received no comments on the proposal either when it was first published or when the comment period was extended. But because of the legal and policy issues involved, the SEC instituted “disapproval proceedings” to encourage comments to inform the SEC’s analysis. Notwithstanding the title, the Order contends that the proceedings do not mean that the SEC has reached any conclusions.

Rather, the SEC is seeking input on whether the proposal is consistent with the Exchange Act requirement that the rules of the securities exchanges be designed to, among other things, prevent fraud and manipulation, promote just and equitable principles of trade and protect investors and the public interest. The proposal would allow shares to be issued, even at a discount, to related parties, without shareholder approval, and the SEC questions whether audit committee approval of these types of potentially dilutive transactions should suffice.

Cydney subsequently has noted that the NYSE is the only one who has commented – on its own proposal!

– Broc Romanek

September 17, 2015

Today’s Webcast: “Whistleblowers – What Companies Are Doing Now”

Tune in today for the webcast – “Whistleblowers: What Companies Are Doing Now” – to hear the Chief of the SEC’s Office of the Whistleblower, Sean McKessy – as well as Goodwin Procter’s Jennifer Chunias, DLA Piper’s Deborah Meshulam and K&L Gates’ Shanda Hastings, as they explore the latest developments at the SEC – and the issues that companies should consider when adopting changes to their whistleblower policies and procedures.

Check out Kevin LaCroix’s blog entitled “Is the Dodd-Frank Whistleblower Bounty Program Gaining Momentum?“…

Picking a PCAOB Chair: SEC Chair May Face Conflict

Last week, Dave blogged about how PCAOB Chair Jim Doty’s term is coming to an end. This Bloomberg article notes how SEC Chair White may face a conflict in tapping a new PCAOB Chair. Meanwhile, Jim seeks another term and has a slew of people pulling for him as noted in this blog

Meanwhile, Chair White sent a letter to SIFMA supporting efforts to reducing the settlement cycle to no later than the second business day (“T+2”)…

Reg AB: A New CDI

Yesterday, Corp Fin posted this new CDI regarding Item 1111 of Regulation AB about that Item’s asset-level disclosure compliance date…

Trump: “High Pay for CEOs is a Joke & Disgraceful”

CEO pay levels continue to be good populist fodder for the campaign trail as Donald Trump weighed in as noted in this article – and this article. As noted in this blog, Hillary Clinton kicked off her campaign on a similar note…

– Broc Romanek