Broc Romanek is Editor of CorporateAffairs.tv, TheCorporateCounsel.net, CompensationStandards.com & DealLawyers.com. He also serves as Editor for these print newsletters: Deal Lawyers; Compensation Standards & the Corporate Governance Advisor. He is Commissioner of TheCorporateCounsel.net's "Blue Justice League" & curator of its "Deal Cube Museum."
Last year, I blogged several times analyzing potential “sleepers” in Dodd-Frank and soliciting ideas from the community. As I define “sleeper,” it should be a provision that applies to many companies. Given the feedback I’ve received, including the comment letters submitted to the SEC so far – and the memos in our “Conflict Minerals” Practice Area – I’m now ready to deem Section 1502 regarding conflict minerals as the Dodd-Frank sleeper for disclosure lawyers. Here is an excerpt from remarks made by Amy Goodman during our recent Dodd-Frank webcast:
From talking to a number of companies in trade associations, people are realizing that this is a huge issue and could impact upwards of 6,000 issuers. While the SEC speculates that only 1,200 will actually file reports, we’re hearing from companies that it’s almost impossible under the current circumstances to determine that minerals do not come from the Congo. And in that case, the SEC proposal would require the report. So I would urge people to take a look at this requirement. I think it’s taken a while for people to realize the seriousness of this requirement. But it could be quite burdensome.
To understand the magnitude of the undertaking that companies face in order to comply with this requirement, check out this memo – which besides providing guidance on how to comply with the provision, it explains supply chain due diligence, what entities like the OECD recommend and what various industry organizations like the EICC-GeSI are doing. There even have been readiness rankings of various industries created, such as this report on the electronics industry from the Enough Project.
Industry Insiders Tells Congress: Don’t Cut the SEC’s Budget
I’ve blogged numerous times about how Congress plays games with the SEC’s budget (here’s a recent blog on the topic) – and how Congress has shamefully limited the SEC’s budget less than a year after it enacted Dodd-Frank. Due to the restrictive nature of the latest Congressional continuing resolution, the SEC has been forced to stop hiring and rein in travel and technology spending. It wasn’t that long ago that the SEC envisioned hiring hundreds of new Staffers this year.
Last week, the Executive Council of the Securities Law Committee of the Federal Bar Association sent this letter to Congressional leaders to ask them to stop the madness. Congress’ continuing resolution ends on March 4th – so by then, Congress will have to decide once more if they will adequately fund the SEC to do its job. Given it’s current limited resources, the SEC already has announced delays for some of its Dodd-Frank rulemakings.
Note that the effective date of the SEC’s final say-on-pay rules has been set as April 4th (it’s tied to the rules being published in the Federal Register). The compliance date is also April 4th.
Webcast Transcript: “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!”
We have posted the transcript for our popular CompensationStandards.com webcast: “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!”
Last Thursday, the Financial Crisis Inquiry Commission released its long-awaited 410-page report about the causes of the financial crisis (and a 29-page dissent and a 95-page dissent-from-the-dissent). The Commission reviewed millions of pages of documents, interviewed 700+ witnesses and held 19 days of public hearings in New York, DC and communities across the country. Here’s the FCIC page with the full report, conclusions and dissents. Here’s some analysis that I received from Lynn Turner:
Unfortunately, what the FCIC did not do, is a real investigation. Congress never gave it enough money to do its job, not unlike how Congress has treated many of the regulators. It didn’t hire the attorneys and accountants trained as investigators as Pecora did. Some of its top staff were seconded from the Fed which as the report notes, was one of the biggest reasons for the crisis. Its top and initial head of staff left long before the project was done as did other staff frustrated by the superficial work of the Commission. It did not make all its subpoena’s public and quite frankly which would have been embarrassing as in all likelihood because they didn’t issue many. Likewise all the FCIC records of interviews and inquiries have not been made public raising (1) a question as to whether they agreed to nondisclosure agreements with some parties and (2) whether there is that much of a record.
Jonathon Weil’s Bloomberg piece above is what gave me the idea for “clip job” in this blog’s title when he wrote this paragraph: “This, in journalistic parlance, is what we call a clip job. And that’s the trouble with much of the commission’s 545-page report. There’s lots of breezy, magazine-style, narrative prose. But there’s not much new information.”
SEC General Counsel David Becker to Leave
Yesterday, the SEC announced that its General Counsel – David Becker – was returning to the private sector after a two-year stint during his second tour of duty with the SEC as its GC. Given the SEC’s incredibly tight budget constraints right now, I wonder if the SEC has the money to replace David! Big shoes to fill for sure…
How to Implement Dodd-Frank for This Proxy Season
We have posted the transcript for our webcast: “How to Implement Dodd-Frank for This Proxy Season.”
Poll: What Will Be the Primary Cause of the Next Financial Crisis?
For most of us, we don’t know what will be the primary cause of the next financial crisis – but we do know that someday one will come because that is what history has taught us. And we do have our hunches of what might be the next cause. In this anonymous poll, share what your guess is of that cause:
Recently, I blogged about how two companies have gone to court in an attempt to exclude shareholder proposals submitted by John Chevedden based on eligibility grounds (ie. KBR, whose recently-filed court challenge is pending – and Apache, whose court challenge occurred last year). These cases hinge on whether a letter from an entity that is not a registered broker dealer or a DTC participant is proper evidence of ownership under Rule 14a-8.
These cases also raise questions about whether an introducing broker is a “record holder” for the purposes of Rule 14a-8. Interestingly, even though last year the entity at issue – RAM Trust – claimed to be an introducing broker – this year it now characterizes itself as a bank according to its most recent submission. Based on past SEC Staff practice, we would expect the Staff to refrain from responding to KBR’s notice of its intent to exclude the Chevedden proposal, which would be consistent with its practice of not commenting on matters that are the subject of litigation. It is less clear whether the Staff will respond to Apache’s latest notice, which was not filed concurrently with a lawsuit this time around. Stay tuned…
It also appears that at least a half dozen other companies – including Allstate, International Paper, McGraw Hill, Bristol Myers – have taken the traditional route of seeking no-action relief from the Corp Fin Staff to exclude proposals submitted by Ken Steiner, who in turn has listed Chevedden as his proxy.
The incoming no-action requests from these companies note that Steiner’s ownership verifications appear to be pre-signed by the introducing broker – Mark Filiberto, DJF Brokerage’s president – and they allege that Chevedden then filled in the company name, shares owned and date of ownership on the blank form that had been pre-signed with an October 12, 2010 date. Some of the later incoming no-action requests even include a handwriting expert certification that it is Chevedden’s handwriting on Filiberto’s signed letters (and that the pre-signed letters are all identical copies).
If true, this seems to be a case of double secret alter egos. It will be interesting to see how the Corp Fin Staff responds to these letters as it seems one thing to allege that someone is acting as an alter ego, but an entirely different thing to allege they have forged a letter. Who knew that disclosure lawyers would have a need for handwriting experts!
Our February Eminders is Posted!
We have posted the February issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
More on our “Proxy Season Blog”
With the proxy season in full swing, we are posting new items regularly on our “Proxy Season Blog” for TheCorporateCounsel.net 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:
– Proxy Access: Questions to Be Addressed if the Rules Take Effect
– More on “Proxy Plumbing: Analysis of Comment Letters”
– ISS’s Final U.S. Postseason Report
– CalPERS Reconsiders Corporate Engagement, Focus List
– Investors Pressure DOL on Environment, Social and Governance
Last year, three companies in the US failed to obtain a majority vote for say-on-pay. That was a surprise to me as I have written about before given that so few United Kingdom companies have experienced failures over their decade of mandatory say-on-pay.
Well, in the very first week of annual shareholder meetings under Dodd-Frank’s mandatory say-on-pay regime, we already have our first failed SOP vote. Late Friday, Jacobs Engineering filed this Form 8-K reporting a 54% “against” vote and a 45% “for” vote (as I hinted in a tweet back then). The company received a negative recommendation from ISS.
It’s not a good sign that so early in the season – out of only a handful of companies having meetings – Monsanto’s say-on-pay vote only received 65% “for” and another company’s vote did not pass. Although it’s still early, this could be a harbinger that SOP results will defy the predictions of those that felt that most say-on-pay votes would easily pass.
In the “Dodd-Frank.com Blog,” Steve Quinlivan notes that Jacobs Engineering’s vote results may be explained by the fact that they filed additional solicitation materials explaining one-time grants they had given to its executives, while the proxy statement “had only a perfunctory overview and the grants were otherwise barely addressed” (additional solicitation materials are often filed after a company receives a negative ISS report and must then actively solicit). Perhaps more disclosure in the proxy statement in the first instance would have helped? Who knows but it wouldn’t have hurt the company. To get up-to-speed on drafting considerations, consider listening to the audio archive of last week’s CompensationStandards.com blockbuster webcast featuring Mark Borges, Dave Lynn, Alan Dye and Ron Mueller (transcript coming later today).
Steve also reports about the difficulty that companies who recommended a triennial frequency in getting support for that recommendation. Of the six companies that have announced voting results so far – only two have received majority or plurality support for a triennial frequency (and each of the two had concentrated holdings).
In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 205 companies filing their proxies, 59% triennial; 6% biennial; 29% annual; and 5% no recommendation.
The Proxy Solicitors Speak on Say-on-Pay
We have posted the transcript for our CompensationStandards.com webcast: “The Proxy Solicitors Speak on Say-on-Pay.”
Poll: How Many Companies Will Receive a “Failed” Say-on-Pay Vote?
Now that say-on-pay is mandatory for US companies – and we’ve already had one failed vote under the mandatory regime – please take a moment to participate in this anonymous poll and express how you read the tea leaves:
The January-February issue of The Corporate Counsel was just mailed – along with a Special Supplement with our newly updated Model Insider Trading Policy – and includes pieces on:
– Insider Trading Enforcement is Back -Time to Update your Insider Trading Policy
– Our Updated Model Policy
– Year Two of the Director Qualifications, Etc. Governance Disclosures (Some Lessons from Our Review of Posted Comment Correspondence)
– Newly Updated Alternatives to Registration Chart
– Loss Contingency Disclosure in Upcoming 10-Ks–Follow Up
– Issuers Currently Transitioning Out of SRC/non-AF Status–SOX Section 404(b) Attestation Applicable To Upcoming 10-K
– Say-On-Pay–What Shares Vote?
– Timely (Prompt) Amendment of Item 4 of Schedule 13D– When Does an Idea Become a “Plan or Proposal”?
– Roth Conversion Reprieve
– Upcoming Equity Grants
– Fully Revised, Comprehensive Model Insider Trading Policy and Program
As all subscriptions expired on December 31st, renew now if you haven’t already – or try a no-risk trial if you are not yet a subscriber.
SEC Updates Procedures for Handling SRO Rulemaking Proposals
Two weeks ago, the SEC revised its Rules of Practice – as required by Section 916 of Dodd-Frank – to change how it handles rule proposals from SROs (eg. NYSE, Nasdaq) by formalizing how it disapproves rule changes and adding transparency to the process, including allowing the submission of comments by interested parties to the SEC when the SEC provides notice of grounds for disapproval.
This truly is the week of Congressional studies issued by the SEC. Yesterday, the SEC released one more – this study is about investor access to investment professional information.
Asset-Backed Securities: The SEC Adopts Two Sets of Rules
Last week, the SEC adopted two set of rules related to asset-backed securities. One rulemaking requires ABS issuers to disclose the history of requests they received and repurchases made related to their outstanding asset-backed securities. The other rulemaking requires ABS issuers to conduct a review of the assets underlying those securities.
And back on January 6th, the SEC proposed rules that would permit suspension of the reporting obligations for ABS issuers when there are no longer of the class sold in a registered transaction held by non-affiliates of the depositor; the SEC also proposed amendments to the related ’34 Act reporting obligations. A related action from the SEC Staff is the issuance of this no-action response to American Securitization Forum.
– Pay-for-performance disclosure (how compensation is related to financial performance; Section 953)
– Pay ratios (ratio of CEO pay to average employee pay; Section 954)
– Clawback policies (clawback of the compensation of current and former officers upon restatement; Section 954)
– Hedging policies (whether company has a policy regarding the ability of directors and employees to hedge; Section 955)
This delay is not surprising given that there are no deadlines for these rules under Dodd-Frank – and given the vast number of required rulemakings that the SEC still has on its plate that do have a deadline (as noted in this WSJ article). Also note that the SEC is working with a more limited budget than was expected (as I blogged about before – and will be blogging about more soon). Looking at the new estimated timeframes for these four proposals, it’s possible that these rules may not be finalized in time to apply to the 2012 proxy season.
Note that these rulemakings are not included in the SEC’s semi-annual regulatory agenda that came out last month (and whose information is good as of September 30th, the end of the SEC’s fiscal year). Two non-Dodd-Frank rulemakings potentially are in the works according to this agenda: consolidation and enhancement of risk disclosures and requiring voluntary filers to comply with the SEC rules when they do voluntarily file.
Today’s Webcast: Pat McGurn’s Forecast for 2011 Proxy Season: Wild and Woolly
Tune in today for the webcast – “Pat McGurn’s Forecast for 2011 Proxy Season: Wild and Woolly” – to hear Pat McGurn of ISS give a recap of what transpired during the 2010 proxy season and predict what to expect for the upcoming proxy season. Please print off Pat’s presentation before the program so you can refer to it.
As all memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.
SEC Completes Pair of Congressional Studies on Brokers & Investment Advisors
Yesterday, the SEC released a 46-page Congressional study – as required by Section 919B of Dodd-Frank – regarding improved access to registration information about brokers and investment advisors.
And last Friday, the SEC released a 208-page Congressional Study – as required by Section 913 of Dodd-Frank – regarding the effectiveness of the standards of care required of broker-dealers and investment advisers providing personalized investment advice about securities to retail customers. Here’s a Davis Polk memo that discusses the study’s recommendations.
As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch today’s program. If not yet a member, try a no-risk trial now.
For those wondering how many attend open Commission meetings in person these days, I hear that yesterday’s meeting drew mostly SEC Staffers plus maybe a dozen lawyers and another dozen reporters. It’s pretty remarkable how webcasting the meetings have killed live attendance – a popular topic like SOP would have drawn hundreds in the old days. Personally, I haven’t attended an open meeting at the SEC since they began webcasting them…
Monsanto Shareholders Back Company’s SOP Despite Negative ISS Recommendation – But Significant Number Vote “Against”
Yesterday was the first annual meeting at which a say-on-pay vote was submitted to shareholders under Dodd-Frank. Right after Monsanto held its meeting, it filed its Item 5.07 8-K on the same day. The most noteworthy aspect of the Monsanto vote is that the company’s SOP passed despite a recommendation by ISS against it. However, the company garnered only about two-thirds of the vote in favor – with a third voting against it. This relatively high level of “against” votes should probably be viewed by the company as a warning sign, as mentioned on our earlier say-on-pay webcasts (a notion likely to be repeated by our experts during today’s webcast).
Also noteworthy is that notwithstanding the board’s recommendation that shareholders vote for “triennial,” shareholders selected “annual” – here is how that voting went: 62% for annual; 36% triennial; 1% biennial, and 0.5% abstentions. Even though this vote in non-binding, the company went ahead and disclosed in its Form 8-K that it would implement an annual SOP vote (as also reflected in this press release). However, the company was mum about the potential ramifications of the significant “against” votes on its SOP – understandably so since it may take the company some time to internally process the results (and engage shareholders to better understand why so many “against” votes were cast)…
SEC Proposes New “Accredited Investor” Definition
Yesterday, the SEC also proposed a new “accredited investor” definition – as required by Section 413(a) of Dodd-Frank – that would amend Rules 215(e) and 501(a)(5) under the ’33 Act to revise the net worth standard for natural person accredited investors to exclude the value of their primary residence from the calculation. Here’s the proposing release and press release. Bill Carleton intends to analyze this proposal soon in his blog so check that out…
We have posted the survey results regarding the latest Regulation FD trends, repeated below. This new survey supplements two prior surveys that we have conducted on this topic, the last of which was in 2006 (note that I included the results of the 2006 survey results in parens below for comparison purposes):
1. Our company posts information on its corporate website and takes the position that this is sufficient to satisfy Reg FD:
– Yes, our company takes this position for anything posted on its corporate website – 5.6% (3.8% in ’06)
– It depends, our company takes this position for certain items posted on its corporate website (but not all) – 16.7% (28.3%)
– No, our company does not yet take this position – 77.8% (67.9%)
2. Our company has a written policy addressing Reg FD practices:
– Yes, and it is publicly available on our website – 9.1% (5.6% in ’06)
– Yes, but it is not publicly available on our website – 69.1% (60.4%)
– No, but we are in the process of drafting such a policy – 1.8% (15.1%)
– No, and we do not intend to adopt such a policy in the near future – 20.0% (18.9%)
3. Regarding reaffirmation of earning announcements, our company uses one of the following rules of thumb regarding private reaffirmations:
– We do not allow private reaffirmation – 76.0% (60.8% in ’06)
– Rule of thumb allowing for private reaffirmations of one week or less – 6.0% (7.8%)
– Rule of thumb allowing for private reaffirmations of one to two weeks – 6.0% (13.7%)
– Rule of thumb allowing for private reaffirmations of two to three weeks – 4.0% (9.8%)
– We permit private reaffirmations – but never use a rule of thumb, instead we require confirmation of no material change with CEO, GC, etc. – 8.0% (7.8%)
4. At our company, our CEO and other senior managers: (multiple answers apply, may total more than 100%):
– Are not permitted to meet privately with analysts – 3.7% (6.7% in ’06)
– Are only permitted to meet privately with analysts so long as someone else accompanies them (such as general counsel or IR officer) – 46.3% (35.0%)
– Are permitted to meet privately with analysts after briefing by IR officer, general counsel, etc. – 24.0% (18.3%)
– Are only permitted to meet privately with analysts during certain designated times – 33.3% (18.3%)
– Are not permitted to talk about certain topics – 37.0% (33.3%)
Please take our new “Quick Survey on Director Recruitment & Training.”
Webcast: The Latest Developments: Your Upcoming Proxy Disclosures and the New Say-on-Pay Rules
Assuming the SEC posts the adopting release later today for its new say-on-pay rules, tune in tomorrow for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay including analysis of what the adopting release says.
If the adopting release is not posted today, we will push back this program to Tuesday, February 1st so that these experts can provide you their guidance on this important rulemaking. Stay tuned!
As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.
In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 153 companies filing their proxies, 54% triennial; 8% biennial; 31% annual; and 7% no recommendation. These are fairly close to the percentages seen earlier – so the relative ratios remain pretty steady so far. But many more companies will be filing over the next month or so and could disrupt current trends…
NACD’s Perspective on Say-on-Pay
In this CompensationStandards.com podcast, Peter Gleason of the National Association of Corporate Directors explains the NACD’s perspective on say-on-pay, including:
– What is the NACD’s position on the SEC’s proposed say-on-pay rules?
– What are potential business risks and consequences of the proposed say-on-pay rules if they are not changed before adopted by the SEC?
– What are the potential implications for directors and boards once the say-on-pay rules are finalized?
– How does the NACD suggest the SEC amend the proposed say-on-pay rules?
– How is the NACD preparing its members and the director community to address new say-on-pay, and other rulemakings, associated with Dodd-Frank?
A week ago, the SEC brought a rare enforcement action involving perks when it charged NIC Inc. and four current or former officers with failing to disclose more than $1.18 million in perks paid to the former CEO over a six-year period. Correct me if I’m wrong, but this is the first perks case that the SEC has brought since this Tyson Foods settlement in 2005 (and this General Electric order from the year before that). The company and three of the officers agreed to pay a combined $2.8 million to settle the charges.
The SEC alleges that NIC Inc.’s SEC filings failed to disclose that the company footed the bill for wide-ranging perks enjoyed by the former CEO, his girlfriend, and his family – including vacations, computers, and day-to-day personal living expenses and that NIC’s related party disclosures for 2002 through 2005 also were misleading. Among the alleged undisclosed perks for Fraser outlined in the SEC’s complaints filed in federal court in the District of Kansas:
– More than $4,000 per month to live in a ski lodge in Wyoming.
– Costs for Fraser to commute by private aircraft from his home in Wyoming to his office at NIC’s Kansas headquarters.
– Monthly cash payments for purported rent for a Kansas house owned by an entity Fraser set up and controlled.
– Vacations for Fraser, his girlfriend and his family.
– Fraser’s flight training, hunting, skiing, spa and health club expenses.
– Computers and electronics for Fraser and his family.
– A leased Lexus SUV.
– Other day-to-day living expenses for Fraser such as groceries, liquor, tobacco, nutritional supplements, and clothing.
In his blog about this action, Mike Melbinger notes: “The SEC’s allegations make this seem like an egregious situation. However, this action is still a bit frightening to those of us who are making a variety of tough calls each proxy season on whether to report certain items as perquisites.” And here is Paul Hodgson’s take on the circumstances…
Webcast: Alan Dye on the Latest Section 16 Developments
Tune in tomorrow for the Section16.net webcast – “Alan Dye on the Latest Section 16 Developments” – to hear Alan Dye of Section16.net and Hogan Lovells discuss the most recent updates on Section 16, including new SEC Staff interpretations and Section 16(b) litigation. As all Section16.net memberships expired at the end of the year, renew now to catch this program. If you’re not yet a member, try a no-risk trial now.
Also on Section16.net, the annual Romeo & Dye year-end compliance checklist, designed to assist companies and compliance officers in integrating the Section 16 compliance program with the year-end 10-K/proxy statement disclosure process, has been updated for 2011.
Deadline: S&P 500 Companies Owe Contact Information to ISS
S&P 500 companies should remember that they have until next Monday – January 31st – to provide contact information to ISS. If ISS doesn’t receive the information, companies will not receive their proxy analysis for review and thus lose the chance to correct factual inaccuracies before an ISS report is released on the company. This is a new policy and an important omission if a S&P company fails to comply.
Following in Apache’s footsteps, KBR filed this complaint last week in an effort to have the Federal District Court for the Southern District of Texas issue a declaratory judgment allowing the company to exclude a shareholder proposal submitted by John Chevedden due to his alleged lack of eligibility. Reflected in this blog, you’ll recall that Apache received this type of relief last proxy season in the exact same court (based on similar introductory broker letter facts, with the case brought by the same lawyer).
Like Apache, KBR filed a lawsuit rather than attempt to exclude the proposal through the normal SEC channels (and thus once more is challenging the Hain Celestial position of the Staff regarding the use of introductory letters from brokers as evidence of ownership under Rule 14a-8(b)). Here is KBR’s notice to the SEC of its intention to file the lawsuit.
Jim McRitchie blogs that Apache has decided to exclude a proposal from John Chevedden again this year too (this time around, the company has filed a notice with Corp Fin – thus not going the no-action route like last year – but isn’t bothering with another lawsuit this year). Jim also notes this Houston Chronicle article on the KBR lawsuit.
Proxy Access Litigation: The SEC Files Initial Brief
On Wednesday, the SEC filed its 83-page initial brief in the challenge to its proxy access rules filed by the Business Roundtable and the Chamber of Commerce in the U.S. Court of Appeals for the District of Columbia Circuit. I understand the court plans to hold its oral argument hearing on April 7th. We have posted the brief – along with the other briefs filed to date – in our “Proxy Access” Practice Area.
Dodd-Frank: SEC Submits Congressional Study on Burden of Investment Advisor Exams
On Thursday, the SEC Staff submitted its Congressional study on enhancing investment adviser examinations, required under Section 914 of Dodd-Frank. As noted in this article, “the premise of the report is that the number of investment advisors outweighs the SEC’s resources to conduct appropriate oversight (inspection and enforcement) activities.”
In an unusual move, SEC Commissioner Elisse Walter felt compelled to issue this 8-page statement to discuss the growing burdens on the Staff, while resources continue to be dangerously low (and that Congress hasn’t even approved the budget increase that Dodd-Frank sought). Kudos to Commissioner Walter for highlighting a troubled situation…
