December 9, 2015

My (30-Year Old) Rejection Letter From the SEC

I first joined Corp Fin fresh out of law school in late September 1988. Didn’t know a thing and was placed as an examiner in the banking pod. Three months later, I still didn’t know a thing. But I saw an opening in Corp Fin’s Office of International Corporation Finance and applied. The OICF Chief at the time – Sara Hanks – and her boss – Micky Beach – were kind enough to grant me an interview, even though I so green that I didn’t realize I was nowhere near qualified for the job. I received the kind rejection letter below. If I had somehow landed that gig, I might have had a whole different career path and be blogging about Greece now – or hacking from Bulgaria…

rejection letter

Proxy Statement Disclosures: New IRS Guidance on 162(m)

On, I blogged last week about how the IRS recently informally revised its guidance over which officers must be considered when determining the Section 162(m) deduction. Since then, Mike Melbinger has this blog entitled “Sec. 162(m) Trap for Smaller Reporting Companies” – and Steve Quinlivan has this one entitled “Consider New IRS Guidance on 162(m) When Drafting Proxy Statement Disclosures“…

More on “The SEC’s Site Won’t Be Bullied: You’re in ‘Time Out’!”

Yesterday, I blogged about how some users of the SEC’s website – including Edgar – will occasionally reach a webpage being told that “You’ve Exceeded the SEC’s Traffic Limit.” I received a lot of emails in response reflecting that this happens to a fair number of folks in our community. It actually has never happened to me – and I believe the reason why is that I work from home.

For those of you in law firms – and other non-pajama wearing locations – your firms might have “scripts” (or crawlers) that are pinging the SEC’s site at the same time as you. The SEC’s “speed limit” apparently is crossed by these crawlers which might be pinging their site with 40 requests per second or more. So a possible solution is to ensure your firm’s crawler is not originating from the same IP address as your own request. Not sure how that’s done though…

Broc Romanek