TheCorporateCounsel.net

Recently, Michelle Leder of footnoted wrote up some analysis of the latest disclosures from the bigger banks about their regulatory risks. Perhaps cynicism about regulators is more noticeable because it’s an election year – as there are plenty of examples of disclosures taking aim at the government. For example, here’s an excerpt from this Form 10-K:

For example, senior officials at the SEC have shown a willingness to pursue even violations that could be viewed as minor on the theory that publicly pursuing smaller matters will reduce the prevalence of larger matters. The Director of the SEC’s Division of Enforcement has described this approach as a ‘zero tolerance’ policy.

Two New SEC Commissioner Candidates Face Questions at Confirmation Hearings

Yesterday, the Senate Banking Committee held confirmation hearings over the nominations of Lisa Fairfax and Hester Peirce to be the newest SEC commissioners – five months after they were nominated. This WSJ article details the sharp questions they faced over their prior academic research – the article indicates that the Senate will vote on the confirmations on April 7th. As I blogged before, the Commission would be comprised of four women and one man if they are confirmed. Here’s a WSJ profile on Commissioner Peirce – and here’s a WSJ profile on Commissioner Fairfax…

As noted in this blog by Davis Polk’s Ning Chiu, this Bloomberg article notes that, since 2011, 5 of the biggest US activist funds have nominated women just 7 times in seeking 174 board seats.

More on “EDGAR is Down”: A Familiar Refrain?”

Recently, I blogged about how the SEC’s EDGAR seems to be experiencing more outages lately. In response, I received this from a member:

I filed a series of Form 4s on Friday night about 8 pm eastern. I immediately received filing acceptances from Edgar. So Edgar was receiving and accepting filings – there was no outage. But the filings weren’t posted for the public to see until early on Monday morning (and the third party alerts that the filings trigger also weren’t sent until that morning). In this case, the Forms were filed after the market closed on Friday and were publicly available before the market opened on Monday – but it was still troubling that filings were accepted during filing hours and not immediately made available to the public.

This is a good reminder to look on Edgar after you make a Section 16 filing to ensure it’s posted – even if you receive an acceptance from Edgar. Edgar shuts down at 10:00 pm eastern – and no filings will be accepted by Edgar after that time. But if a Form 4 is filed at 9:59 pm eastern, it should receive that day’s filing date – and should be disseminated that same day. So clearly something was wrong with Edgar here…

Here’s how the Edgar framework works – Filings submitted after 5:30 pm eastern receive the next business day’s filing date and are disseminated to the public at 6:00 am on the next business day – except the following submission types are exceptions and receive the same day’s filing date if filed by 10:00 pm eastern (the first three are disseminated the same day):

– Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
– Filings pursuant to Rule 462B – “MEF” filings
– Form 13H filings
– CORRESP (correspondence) filings (not disseminated to the public)
– DRSLTR (correspondence Related to Draft Registration Statement) filings (not disseminated to the public)

– Broc Romanek