When I left the SEC back in May 2007 to join Executive Press (the predecessor of CCRcorp), I never imagined that I would be sitting here now, reflecting back on 15 years of writing, editing, podcasting and participating in our annual conferences. I have always thought of myself as an “SEC guy,” but I have actually spent more time doing this job than I spent at the SEC. The thing that has truly kept me going over the past 15 years – through the late nights and very early mornings – is my genuine desire to educate others and share my knowledge and love of the securities laws. I am constantly reminded that my work for CCRcorp allows me to be a part of a wonderful community of people who share a common interest in our chosen area of practice.
As for what is next for me, my focus is on our three important Conferences coming up next week. It is not too late to register for our Conferences! Sign up online (with the “Conference” drop-down, and the “PDEC” options), email sales@ccrcorp.com, or call 1-800-737-1271. You can bundle the Conferences together to get a discount rate.
Last month, the PCAOB issued a staff request for information and comment on matters related to the application and use of the PCAOB’s interim attestation standards. Input from the public will be used by the PCAOB staff to formulate recommendations for updates to the interim attestation standards.
As I mentioned in the blog back in August, one of the PCAOB’s top priorities is to modernize its standards. The interim attestation standards came from the AICPA and were adopted by the PCAOB in April 2003, and have remained substantially the same since that time. PCAOB attestation standards apply to attest engagements, which generally involve issuing a report on subject matter, or an assertion about subject matter, that is the responsibility of another party. Comments are due October 26, 2022.
Join us tomorrow at 2:00 pm eastern time for our webcast, “Cryptocurrency: Making Sense of the State of Play” here on TheCorporateCounsel.net. Hear from Ava Labs’ Lee Schneider, Liquid Advisors’ Annemarie Tierney, Cooley’s Nancy Wojtas and Coinbase’s Jolie Yang about current regulatory posturing and risks, structuring deals & products in the current regulatory environment, lessons from recent high-profile token collapses, and guidance on how to navigate uncertainties.
This webcast is free to members of TheCorporateCounsel.net and is available to non-members for $595. If you aren’t already a member, sign up now and take advantage of our no-risk “100-Day Promise” – during the first 100 days as an activated member, you may cancel for any reason and receive a full refund.
The latest issue of The Corporate Counsel has been sent to the printer. It is also available now online to members of TheCorporateCounsel.net who subscribe to the electronic format – an option that many people are taking advantage of in our “new normal” of remote work. The issue includes articles on:
– When and How to Update Your Shelf Registration Statement
– Officer Exculpation: Q&As on Delaware’s Recent Amendment
Please email sales@ccrcorp.com to subscribe to this essential resource if you are not already receiving the important updates we provide in The Corporate Counsel newsletter.
On October 11, we kick things off with our first ever “1st Annual Practical ESG Conference.” This standalone conference will deliver usable, practical guidance on the hottest ESG topics, in a candid and conversational format. I will be joining an amazing group of ESG practitioners from legal, accounting/auditing and in-house corporate backgrounds to help you stay ahead of reputational risks, stakeholder demands and regulatory initiatives – and provide meaningful pointers to design, implement and improve corporate ESG programs.
On October 12-13, we take a deep dive into the upcoming proxy season with the “2022 Proxy Disclosure Conference.” With all of the forces shaping the 2023 proxy season, you do not want to miss this event. The talented group of panelists that we have assembled for this event will provide you with all of the guidance that you need to successfully navigate the upcoming proxy season.
On October 14, we turn our attention to critical executive compensation matters at the “19th Annual Executive Compensation Conference.” At this conference, you will hear from a wide range of panelists speaking on seven panels that will address all of the hot topics in executive compensation today.
It is not too late to register for our Conferences today! Sign up online (with the “Conference” drop-down, and the “PDEC” options), email sales@ccrcorp.com, or call 1-800-737-1271. You can still bundle the Conferences together to get a discount rate.
If you have already signed up to attend our Conferences next week, thank you for your joining us! You will receive an email later this week from info@ccrcorp.com with instructions for logging on to the Conference platform.
The SEC announced that it will highlight the importance of long-term planning and investor resilience during World Investor Week 2022, which takes place October 3-9.
World Investor Week is a global effort promoted by the International Organization of Securities Commissions (IOSCO) that brings together regulators on six continents to raise awareness about the importance of investor education and protection. During the event, SEC staff will host outreach events highlighting the importance of establishing an emergency fund, avoiding high-interest debt, conducting research on investment opportunities, understanding the risks of investing, portfolio diversification, and fraud prevention.
Last Thursday, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule implementing the beneficial ownership information reporting provisions of Corporate Transparency Act. FinCEN adopted the final rule largely as proposed in December 2021. As John noted when the rule was proposed, the regulations create a new federal filing requirements applicable to a wide range of entities (including operating companies, holding companies, LLCs and others). The goal of the new rule is to enhance FinCEN’s ability to protect national security and the financial system, by providing information that can be used by national security, intelligence, and law enforcement agencies. The effective date for the rule is January 1, 2024.
As this KPMG Regulatory Alert notes, the final rule outlines who is required to submit a beneficial ownership information report, as well as when and what information is required. Subject to certain exemptions, corporations, limited liability companies, and entities formed with (or registered to do business with) any secretary of state or similar office of a state or Native American tribe will be required to report specific information about their beneficial owners and individuals who filed the application to form the entity or registered it to do business.
Reporting companies created or registered before January 1, 2024 will have one year (until January 1, 2025) to file their initial reports, while reporting companies created or registered after January 1, 2024 will have 30 days after receiving notice of their creation or registration to file their initial reports. FinCEN indicates that it will publish for comment the reporting forms that will be used to comply with the reporting obligations under the new rule.
At the Fall conference of the Council of Institutional Investors (which took place in Boston last month), U.S. Asset Owner members approved an amendment to CII’s corporate governance policies that redefines what CII considers to be “over-boarding.” The new policy recommends that directors serve on no more than two for-profit corporate boards if they are employed full-time and a maximum of four for-profit corporate boards if they are not employed full-time. Previously, CII’s policy on board service recommended that a director who is not employed full time could serve on a maximum of five boards, and that a director who is employed full-time be limited to three boards.
CII’s amendment also requests that companies disclose all for-profit board memberships for each director, and that nominating and governance committees develop and publicly disclose their policies on board service.
Last week, CII submitted a comment letter on the SEC’s draft 2022-2026 strategic plan and offered suggestions on the Commission’s proposals to update its disclosure framework. The letter generally supports the Commission’s overall plans to modernize the design, delivery and content of corporate disclosure. Specifically with respect to sustainability disclosure, CII recommends that the SEC work with other regulators and standard setters, including the International Sustainability Standards Board, to limit “disclosure fragmentation in the global markets.”
CII also advises the SEC to evaluate the following factors when adopting rules to update its disclosure framework:
– Materiality to investment and voting decisions;
– Depth, consistency and reliability of empirical evidence supporting the connection between the disclosure and long-term shareowner value;
– Anticipated benefits to investors, net of the cost of collection and reporting; and
– Prospect of substantially improving transparency, comparability, reliability and accuracy.
CII’s letter also supports the SEC’s plans to require companies to use iXBRL format and reiterates CII’s request that SEC correspondence with public companies be made available in a structured, machine-readable format.