Monthly Archives: June 2016

June 3, 2016

The Launch: Our New “Big Legal Minds” Podcast Series

I’m excited to announce the launch of my new podcast series: “Big Legal Minds.” The series will consist of these two types of programs:

– 40-minute interviews with well-known folks from our community about their illustrious careers (four of these are posted so far)
– 20-minute talk shows with a pair of practitioners about news of the day (first one of these is coming soon)

The podcasts are available in 3 different ways:

– Posted on with our other podcasts
– Posted on
– Available on iTunes or Google Play (use the “My Podcasts” app on your iPhone and search for “Big Legal Minds”; you can subscribe to the feed so that any new podcast automatically downloads)

So many people listen to podcasts these days that they subscribe to via their phones that I decided to make our podcasts available in this “easy-to-download & listen” format. Let me know if you have ideas!

Susan Wolf on “Being In-House”

As part of this “Big Legal Minds” series – check out this 35-minute podcast, during which Susan Wolf of Global Governance Consulting describes her vast experience on being an in-house lawyer & corporate secretary, including:

– How did you become a lawyer in this field?
– What was it like going in-house straight out of law school?
– What pointers do you have for working with directors?
– How has working with boards changed over the past two decades?
– What tips do you have for looking for a new in-house job?
– What tips do you have to ask for a raise when you’re in-house?
– How has it been working for yourself?

blm logo

XBRL: Errors Going Down

According to this press release from XBRL USA, error rates in XBRL filings are down significantly – also see this graph comparison

Broc Romanek

June 2, 2016

The Dumbest Rule Ever (Interim-ly) Adopted…

“No, you’re a stupid head!” Not to drift into a political discussion, but I hate when some folks in Congress complain about the government being too big & how federal agencies have adopted too many rules – but then Congress goes ahead & forces the SEC to adopt something like this interim final rule that was adopted yesterday. This is the stupid rule required by the FAST Act to allow Form 10-K filers to provide a summary of business & financial information. The fact that the adopting release is only 23 pages says it all. Given its foolishness, the SEC wisely made the rule principles-based – allowing companies to fashion their voluntary summary as they wish.

The new rule doesn’t require a summary – it merely allows it. News flash: it was already permissible to do so – as the SEC notes on page 4 of the adopting release. A complete waste of the Staff’s time. And I will ship a t-shirt to anyone who writes a law firm memo solely dedicated to it. [Update: We have a winner of the shirt! Congrats to Kaye Scholer’s Sara Adler!]

This interim final rule will become effective as soon as it’s published in the Federal Register – so within the next week – and folks can comment for 30 days if they want to push the SEC to change it before it becomes “final final.” Don’t be shocked if this rulemaking doesn’t receive a single comment…

Glass Lewis Responds to Proposed Proxy Advisor Legislation

Here’s a blog by Davis Polk’s Ning Chiu about this statement from Glass Lewis KT Rabin about the proposed House bill that would enhance proxy advisor oversight…

SEC’s Budget: Going Down?

Here’s an excerpt from this WSJ article by Andrew Ackerman:

On Wednesday, a House Appropriations subcommittee approved a funding plan for the fiscal year beginning Oct. 1 that for the first time since before the crisis envisions cutting the market cop’s budget, to the tune of $50 million. That would represent a relatively modest decrease to a budget that has steadily grown to about $1.6 billion in the current year from about $900 million in 2007. Still, the House’s proposed decrease is an important inflection point. If adopted, it would mark the first time in a decade that Congress has voted to cut the agency’s budget.

In recent years, House appropriators have generally backed $50 million budget increases to the SEC in proposals widely seen as opening bids in yearlong negotiations between Congress and the administration. The SEC eventually gets a boost as part of end-of-year funding deals for the entire federal government. Such a deal in December granted the SEC a healthy increase of about $100 million—though it came with notable caveats, including a policy “rider” restricting the SEC from requiring public companies to disclose their political-spending activities.

House appropriators say they have sought to hold the SEC’s budget down because it has quadrupled since 2001. By now, funding should be sufficient for the agency to meet its postcrisis responsibilities under the 2010 Dodd-Frank Act and other recent legislation, they say. The move is significant as another sign of the political climate turning hostile to financial regulators, with critics trying to shift the terms of the political debate away from the crisis and onto the burdens of postcrisis rules.

Broc Romanek

June 1, 2016

Insider Trading: An I-Banker & Plumber Walk Into a Bar…

Given the popularity of my recent blog – “Insider Trading: A Director, Golfer & Gambler Walk Into a Bar…” – I couldn’t resist a follow-up when I saw this press release from the SEC yesterday. It never ceases to amaze me how dumb some people on Wall Street are when it comes to insider trading. What did the I-banker think when the SEC Enforcement Staff saw that a plumber suddenly makes 10 bets on companies who miraculously were acquired shortly after the trades? Although I guess it feels like you got away with it the first few times, you figure you’re golden all the way. Anyways, this is a good teaser for tomorrow’s grand webcast

Webcast: “Yes, It’s Time to Update Your Insider Trading Policy”

Tune in tomorrow for the webcast – “Yes, It’s Time to Update Your Insider Trading Policy” – to hear Chris Agbe-Davies of Spectra Energy, Ari Lanin of Gibson Dunn, Alan Dye of Hogan Lovells and and Marty Dunn of Morrison & Foerster provide practical guidance on revisiting your insider trading policy, as well as your insider trading training program for officers, employees and directors. The panel will cover:

1. Insider Trading: The Current Enforcement Environment
2. Overview of Pre-Clearance Procedures
3. Things to Consider in Drafting/Applying the Policy (including gifts, transactions with issuer, changes of election under 401(k) plans and ESPPs)
4. Blackout Periods
5. Policy Provisions About Sharing Information With Third Parties
6. Extending Coverage Beyond Employees
7. Pledging, Hedging & Short-Selling Transactions
8. Intersection with Rule 10b5-1 Plans
9. Employee Education

Our June Eminders is Posted!

We have posted the June issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!

Broc Romanek