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."
Here’s an excerpt from Cooley’s Cydney Posner from this news brief:
You might recall that, among many changes designed to enhance audit accountability and transparency, the PCAOB had contemplated requiring the audit engagement partner to sign his or her name to the audit report. However, concerns were raised that a signature requirement would minimize the firm’s accountability and role in conducting the audit. As a result, in 2011, the PCAOB proposed instead that registered accounting firms be required to disclose in the audit report the name of the engagement partner responsible for the most recent period’s audit and the names of other accounting firms and other persons not employed by the auditor that took part in the audit (including the internal control audit). This article in Compliance Week reports that the PCAOB is now planning to move forward on the proposal in September, although it is not known whether the PCAOB will issue a final standard or revise its current proposal.
Investors had originally advocated that engagement partners be required to sign the audit report – similar to the signing of certifications by CEOs and CFOs and common practice in the UK–to reinforce their “ownership” of audit reports. According to the article, given the demise of the signature requirement, investors are now “even more fervent in their call for the engagement partner’s name.” They point to the allegations of insider trading by one Big Four engagement partner, as well as “a recent academic study by a former member of the PCAOB’s own Standing Advisory Group show[ing] that the signature requirement adopted in the United Kingdom has been followed by an improvement in some key indicators of audit quality. Those include a reduction in abnormal accruals, an easing on the part of preparers to try to meet earnings targets, and an increase in the issuance of qualified audit reports. The study also points out a significant increase in audit cost after the signature requirement took effect. The study doesn’t establish a cause-and-effect link to the signature requirement, but [the study’s] author…speculates that people act differently when they know they are going to be publicly identifiable.” (An excerpt from the paper is copied below.)
Needless to say, most audit firms are opposed to the proposal, protesting “that even naming engagement partners would not improve audit quality or increase the auditor’s sense of accountability for the audit opinion, but would still expose them to added liability because they would be deemed ‘experts’ under SEC rules, therefore assumed to have certified the contents of the report. Their naming in the report would also complicate subsequent registration statements, firms said.” The audit firms were concerned that the engagement partners named might be viewed to have individually prepared or certified part of the registration statement and could be required to separately consent, resulting in exposure to “significant increased liability for engagement partners….” One of the Big Four firms protested that naming the engagement partner could lead “the trial bar in litigation or … others [to] associate the name with other publicly available information.” Other audit firms argued that the proposal would be ineffective and would not “stop certain rogue individuals from doing what they want to do”; the real “solution lies in more education about the appropriate conduct of audit engagements and the independence and ethics of accountants.”
One of the Big Four took a different approach, supporting the proposal if the PCAOB “could engage the SEC to address the liability issue.” While the firm doesn’t “see how the proposal would improve audit quality or give investors useful information, but they support the objective to increase transparency. In fact, they suggest the board take the naming of key auditors a little further. ‘In addition to naming the engagement partner responsible for the audit, a member or members of firm leadership should also be named in the audit report….Examples could include the firm’s audit/assurance leader and/or CEO/senior partner. Including the name and/or names of firm leadership will convey to the users of the financial statements that the accounting firm as a whole takes responsibility for the audit and alleviate any misimpressions that the audit report is the product of the engagement partner rather than the firm.'”
Also see this blog by David Scileppi that analyzes a variety of PCAOB proposals (and see my entry on “The Mentor Blog” from yesterday)…
Regulators Propose New Risk Retention Rule
In this blog, Steve Quinlivan notes that six federal agencies have issued a notice revising a proposed rule requiring sponsors of securitization transactions to retain risk in those transactions. The new proposal revises a proposed rule the agencies issued in 2011 to implement the risk retention requirement in Dodd-Frank.
Pranks: Warming Up for the Long Weekend
Here’s a hilarious prank at a NBA basketball game in this video. I think it is a copy cat of these two pranks that two friends did to each other – this prank that led to this one.
Companies listing on the NYSE in connection with an IPO, carve-out or spinoff transaction will have a one-year transition period to comply with the NYSE internal audit requirements. The SEC approved the proposed NYSE rule change on August 22, 2013.
Section 303A.07(c) of the NYSE requires a listed company to have an internal audit function to provide management and the audit committee with ongoing assessments of the listed company’s risk management processes and system of internal control. In July, NYSE proposed a one-year transition period for IPO, carve-out and spinoff companies to be consistent with the one-year transition period currently available to any company transferring from another national securities exchange.
Other national securities exchanges do not have a similar internal audit requirement, although Nasdaq had previously proposed adopting one. Nasdaq withdrew its proposal after comment letters to the SEC indicated a high degree of concern, as we previously discussed, primarily related to potential costs. According to one report, 40% of Nasdaq-listed companies with market capitalization between $75 million and $250 million do not have an internal audit function. Nasdaq is planning to resubmit the proposal.
Since the NYSE rules have specific requirements making the audit committee responsible for oversight of the internal audit function, several corresponding changes are being made to the audit committee standards, and the committee charter, for any company that wants to avail itself of this transition period, including:
– The audit committee will assist board oversight of the design and implementation of the internal audit function.
– The audit committee must meet periodically with the company personnel primarily responsible for the design and implementation of the internal audit function.
– The audit committee must review with the independent auditor a discussion of management’s plans with respect to the responsibilities, budget and staffing of the internal audit function and the company’s plans for the implementation of the internal audit function.
– The audit committee should review with the board management’s activities with respect to the design and implementation of the internal audit function.
SEC Takes Oddly Aggressive Stance on Payment of Monetary Sanctions
When Mary Jo White was installed as the SEC’s chair in April, I had little doubt she would be well-suited for her new role. She is extremely well regarded in the securities bar, and doubts about “ties to Wall Street” compromising her effectiveness seemed overblown to me. I wondered, though, whether her tenure would change the Commission dramatically from that of her predecessor, Mary Schapiro. But four months in, the record has tangible evidence of real changes. Since she’s arrived:
– She has announced, and implemented in the form of a case against Philip Falcone and Harbinger Capital Partners, a policy change that will in some settled cases compel defendants to admit wrongdoing;
– The SEC has re-committed itself to pursuing accounting fraud matters against public companies, and created a task force to root them out;
– She has pushed the staff to write rules mandated by the JOBS Act and actually lifted the general solicitation ban for offerings under new Rule 506(c).
Last week brought another example. On Friday, the SEC filed an action in the Eastern District of New York to enforce an administrative order requiring payment of monetary sanctions that was all of six days old.
The underlying case arose from an alleged fraud at a small hedge fund. According to the SEC, Anthony Vicidomine misappropriated $189,000 from the North East Capital Fund in the form of unearned “incentive fees” and used the money to pay his own personal expenses. Vicidomine also allegedly made misrepresentations about his own investment in the fund, his use of procedures to mitigate investors’ risk of loss, and an independent audit of the fund. Vicidimone and North East Capital settled their case with the SEC on August 16th with an order to pay $346,000 in monetary sanctions within three days.
As it turns out, the SEC wasn’t kidding. But Vicidimone didn’t pay the judgment in three days. He didn’t pay the judgment in four or even five days. On the sixth day, Mary Jo White’s SEC had had enough, and sued in Brooklyn federal court to put an end to that nonsense. As the Commission’s application said on Friday, “The deadline for payment has passed, yet Respondents have not paid a cent.”
I have to say, this seems odd to me for several reasons. First, the SEC frequently requires payments to be placed in escrow before approving settlements, though it must not have done so here. Second, while the guidelines can shift with different Commissioners, the SEC has sometimes waived financial penalties against defendants who truly cannot pay them. It’s not a popular policy within the SEC, but it can allow cases to be resolved more quickly when defendants are plainly tapped out and will not be able to cover the losses they’ve caused. Third, when payments have not been escrowed but are still compelled, the Commission typically gives ten days to send a check covering the amount.
I don’t think I’ve seen a case where the SEC gives three days to pay, sees nothing, and files an action in federal court six days later to enforce the judgment. It almost makes me wonder if the Commission is trying to send a signal: ignore our orders and we’ll sue you again and get a federal judge to sort out the mess.
Last week, the plaintiffs in the Delaware Chancery exclusive forum bylaw case – Boilermakers Local 154 Retirement Fund and Key West Police & Fire Pension Fund – filed a notice of appeal to the Delaware Supreme Court. No word on timing of the appeal process…
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor 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:
– New Standards for Judicial Approval of Deferred Prosecution Agreements
– FASB Proposes Going Concern Disclosure
– New SEC Case Emphasizes Importance of Internal Controls
– Compliance Training: True Entertainment Rather Than Forced…
– “End-User Exception” for Swaps: Governance Action Items for Companies
A long while back, I conducted a poll regarding which nomenclature is most used by members when referring to Corp Fin’s “Compliance & Disclosure Interpretations.” Here are the results:
That’s good news as it aligns with what the Staff has been using when out speaking. Here is a comment that I received from a member:
Both CD&I and C&DI are jargon that obscure rather than illuminate meaning. “Staff Interps” is a better short-hand reference that is more consistent with the SEC’s Plain English initiative, and is easier to vocalize. Imagine you are training a new associate but in a hurry. Telling him or her to check the Staff Interps provides a lot more direction that “go to the CD&Is.”
The Investment Adviser Association (IAA) and the Investment Company Institute (ICI) have written to the SEC, arguing against the rulemaking petition submitted by the NYSE, the Society of Corporate Secretaries and Governance Professionals, and the National Investor Relations Institute to change the deadline for 13F filings from 45 after the last day of each calendar quarter to two business days after the last day of each calendar quarter. We previously discussed the petition.
The letters claim that the deadline change would increase free-riding, by allowing other investors to capitalize on investment managers’ investment ideas or replicate successful proprietary trading strategies. Forcing the disclosure of this information earlier could also lead to front-running, trading for one’s own account ahead of trading for clients’ accounts in order to take advantage of advance knowledge of pending trades or otherwise profiting from anticipating fund trades. Larger funds with concentrated portfolios, funds that specialize in thinly traded stocks or when an extended time is needed to build or reduce positions could be especially vulnerable to front-running, the letters stated. Vanguard’s comment letter focused on the risks of front-running as well, and argues that the two-day reporting period would benefit short-term hedge funds or speculators at the expense of long-term investors, including mutual fund shareholders. IAA predicts that requests for confidential treatment would “increase drastically, perhaps by thousands each quarter.”
Advances in technology do not eliminate the operational components necessary to fully reconcile trades, including identifying and resolving different valuations allocated to the same securities in the same firm, and makes the proposed two-business-day reporting “virtually impossible in practice,” according to IAA. In addition, both organizations assert that the purpose of the 13F reporting system is not to help issuers identify their shareholders, but rather to create uniform reporting standards and centralize databases for investment managers. They recommend that issuers use other existing mechanisms to better communicate with shareholders, given the risk of expanding predatory trading practices if the petition succeeds.
More than 70 letters in support of the petition, with the vast majority from issuers following largely the same form, have also been filed.
An Australian Judge Holds a Whole Board Liable
How best to whip a board into shape? This excerpt from this old Agenda article gives us some pretty remarkable food for thought:
The Federal Court of Australia handed down a remarkable ruling last June that hasn’t gotten much exposure in the U.S. A judge there decided that an entire corporate board plus the CFO had breached their duties when they overlooked a huge mistake in the company’s financial statement.
Directors were held liable even though their external auditor had also missed the errors. The court decided that the embarrassing judgment was punishment enough and imposed only small penalties, and only on a few board members.
There continues to be social media developments – both in the corporate finance & corporate governance areas. Although LinkedIn & Twitter both get leveraged by folks in our community, it is at nowhere near the levels of other professions. For example, I have 2500 followers on Twitter – but only a few dozen of them tweet regularly about things in our profession. But still, there are lots of cool things happening, such as this Adidas’s social media policy – in the form of cartoons.
Here are a handful of articles, etc. that you may find interesting:
In this podcast, Vinny Jindal of Stockr describes what his platform can do, including:
– What is Stockr?
– How does it compare to other social media platforms for investors?
– Can companies create a verifiable presence on it (here is the CVS channel and the NetSol channel)?
More on our “Proxy Season Blog”
We continue to post 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 Proposals in 2013: Anybody Out There?
– The Impact of the ISS Policy Against Pledging
– 10 Trends from the Proxy Season
– The Empowered Shareholder
– Recap of the Proxy Season
I’ve added this Form 8-K from JC Penney to my list of directors who resigned after they have disagreed with the board. This director resignation was big news for the company as hedge fund manager Bill Ackman is the one who left (also see this piece from the New Yorker – and this Money Talks podcast).
I bother to blog about this since it’s fairly rare that a 8-K is filed due to director disagreement – and it’s rare that a board speaks out because it believes the departing director has divulged confidential information as noted in this WSJ article. The company and Ackman have now reached an agreement for him to sell his stake in the company…
The newest board portal vendor with about two years of experience under its belt – Pervasent – has a “flat rate for unlimited users” pricing model that may shake up the industry. In this podcast, Stuart Williams of Pervasent explains how his company’s board portals work, including:
– How is your “Board Papers” different than other board portals?
– What is your pricing?
– How can others within a company use your board portal technology?
Poll: Should Directors Ever Go Public With Disagreements (When They Don’t Quit)?
It is rare that a disagreement with fellow board members is made public, although it does happen when the director resigns as a Form 8-K is required in that situation. Here is an anonymous poll on the topic of director disagreements when the director doesn’t resign:
As noted in this WSJ article, the National Association of Manufacturers, Chamber of Commerce and Business Roundtable have filed a notice of intent to appeal the recent DC District Court ruling that upheld the conflict mineral rules promulgated by the SEC. Initial documents related to the appeal are due on September 12th.
Yesterday, Dr. Mike Piwowar was sworn in as an SEC Commissioner by the SEC’s Los Angeles Regional Office Director.
The GAO’s Report on Conflict Minerals
As noted in this Cooley news brief, the GAO recently published this report on the effectiveness of the SEC’s rules on conflict minerals as required by Section 1502 of Dodd-Frank.
The Importance of Realism in Startups
Even if you have no interest in start-ups or venture capital, this 12-minute video with Mark Suster is worth watching as he describes how he learned from his failures…
Many have long been complaining that the SEC’s rules have caused the length of disclosure documents to become untenable, a sentiment probably best reflected in this speech by SEC Commissioner Gallagher in which he said “proxy statements now resemble law school text books.”
While I agree that the continued layering of more rules has partially been to blame for the ballooning of proxy statements, I feel some of the blame should be shared by those that draft the documents. Too many continue to view the proxy as a compliance document rather than as a way to really reach shareholders and tell a story. In other words, to make the documents “usable.”
In my latest “Take Two Video” about usability for disclosures, I provide specific examples of companies that have reduced their proxy lengths dramatically – while at the same time telling a story and making the disclosure usable, with an end result of significantly improving their say-on-pay results:
Can the SEC’s Rules Use Spring Cleaning? Yes, But…
I do believe the SEC’s rules could use some work (as all rules inevitably need), including rewriting them in plain English – and fixing some broken aspects, such as this problem identified by a member:
I think the rules do make things complicated. The same grant may have to be explained several different times in different ways, so the rules do add to the complexity. I think it’s a function of those tables myself and the strict rules about what goes in what table. If they would just allow people a chart with their different programs and what was awarded under each type of comp, without the need to come to a “total” and without going through all the historical stuff of what’s outstanding etc., that would simplify it a lot. The requirement to explain why they paid you what they did, that definitely complicates things.
I remember doing this the very first year when I went in-house and I realized that I had to repeat the same thing over and over because (a) different tables require the reporting of the same grant and an explanation and (b) people are paid what they are for one or two main reasons (how the business did mostly) – but you have to make it sound as if each component had a separate criteria, so that always required a repeat of the evaluation by type of pay, rather than an explanation of how the performance drive the totality of the pay.
But a rewrite of the rules is a huge undertaking. One that likely would have to be done in waves over many years. Perhaps a decade…
Are Annual Reports Destined for the Dustbin?
I love this blog entitled “Is the Annual Report a Thing of the Past?” by Sharon Merrill’s Maureen Wolff that talks about the use of video and more. Here is Maureen’s central point:
This is probably the best the way to view the report’s value: How does it fit in with all of the other communications that we’re conducting?
Yesterday, the PCAOB proposed a new auditing standard designed to enhance the content of the auditor’s report. Here’s the PCAOB’s proposal, press release, fact sheet and Board Member statements. Gibson Dunn’s Mike Scanlon & Amy Goodman write in this blog:
Today, the PCAOB proposed for public comment two audit standards that, if adopted, would significantly change the audit report model, and dramatically expand the auditor’s responsibilities in reporting on management’s disclosures outside the financial statements. PCAOB Chairman Doty remarked that the proposed standards – running to almost 300 pages – mark a “watershed moment” for auditing in the United States.
The first proposal – The Auditor’s Report on an Audit of Financial Statements – moves well beyond the traditional audit report and would require the following additional statements:
– Disclosure of “critical audit matters” encountered by the auditor during the course of the audit. Critical audit matters are defined in the proposal as those matters that involved the most difficult, subjective, and complex auditor judgments; posed the most difficulty to the auditor in obtaining audit evidence; or posed the most difficulty to the auditor in forming an opinion regarding the financial statements. The proposal states that critical audit matters will be determined based on the facts and circumstances of each audit and it is anticipated that in most audits the auditor would identify critical audit matters. In those limited circumstances where the auditor concludes there are no critical audit matters, the auditor would have to document this conclusion in its workpapers.
– Disclosure of the standards that require the auditor to maintain its independence from the issuer, and identification of the year in which the auditor began its tenure with the company.
– Disclosure of the auditor’s responsibilities for evaluation of information in annual reports filed with the SEC beyond that contained in the financial statements and audit report, and a statement about the results of the auditor’s evaluation. This aspect of the first proposal bootstraps in what is likely to be one of the key flashpoints from the second proposal, discussed below.
The second proposal – The Auditor’s Responsibilities Regarding Other Information in Certain Documents Containing Audited Financial Statements and the Related Auditor’s Report – would take the auditor and issuer into unchartered territory, requiring the auditor to report on “other information” included in annual reports filed with the SEC under the Securities Exchange Act of 1934. The proposal observes that the PCAOB’s current standards require the auditor to “read and consider” information contained in certain filings, but there is no current reporting obligation related to these requirements. The proposal sets out to extend the auditor’s responsibilities for reporting by noting that the other information would include, among other items, the selected financial information, MD&A, exhibits and other information incorporated by reference into the filing.
The proposal then includes specific procedures the auditor would have to apply in evaluating the other information based on relevant audit evidence obtained and conclusions reached during the audit. Once these procedures are applied, the auditor would have to evaluate whether any of the other information contains a material misstatement of fact, or a material inconsistency, with the amounts or information, or the manner of presentation, in the audited financial statements. As noted above, the audit report then has to include a statement as to whether the auditor identified a material inconsistency or a material misstatement of fact in the other information.
The PCAOB’s proposals raise issues that could have significant impacts on the conduct of audits and disclosures required in issuer filings – including, among others, impacts on the auditor-Audit Committee-management relationship, disclosures of matters that are otherwise resolved through the audit process (e.g., significant deficiency v. material weakness determinations, internal investigations, etc.), timing for filings and completion of the audit, and costs. Indeed, PCAOB Members Ferguson, Franzel, and Hanson – although supporting issuance of the proposals – raised numerous questions and concerns regarding various aspects of the proposals. One Board Member also noted that the proposals are likely to lead to roundtables, and even to re-proposals before the adoption of any final standards.
– What is the IAASB?
– How would the new exposure draft dramatically impact the audit report?
– How long might the audit report be if the proposal is adopted?
– What is the process for consideration of this proposal, including the possible timeline?
More on “The Mentor Blog”
We continue to post new items daily on our blog – “The Mentor 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:
– Another Day, Another JOBS Act Hearing
– What CEOs Really Think of Their Boards
– Accredited Crowdfunding, Internet Advertising and General Solicitation
– Learning Through Animation: Fraud Assessment Videos
– Second Take on Amgen: Defense Arguments Largely Intact, Even in Overruled Circuits
– You Might Be Surprised By Who Counts (And Who Doesn’t) In California
Last Friday, Kara Stein was sworn in as SEC Commissioner – Mike Piwowar will be sworn in this week. Perhaps due to this, the process of selecting a SEC Commissioner has been in the news lately. Last week, Floyd Norris devoted his NY Times column to the process, comparing recent appointees to some made a few decades ago. Floyd is critical and believes the current process is too political, reflected in the title of his column, “Independent Agencies, Sometimes in Name Only.” Here’s an excerpt:
Of course, members of Congress always had influence, and presidents have sought advice and engaged in horse trading. But Harvey Pitt, who worked on the S.E.C. staff from 1968 to 1978, rising to general counsel, said things had changed by the time he returned as chairman in 2001. By then, he said, presidents were expected to nominate the people chosen by the opposition party’s senior senators, unless there was something clearly wrong with the person.
Mr. Pitt said he thought that began on a more formal basis after the Republicans took control of Congress in 1994, when Bill Clinton was president. Mr. Pitt, who was appointed chairman by President George W. Bush, said that his recommendations and approval were sought by the White House for prospective Republican commissioners, but that while he met with Democratic choices before they were nominated, he did not feel he — or the White House — had much leeway in choosing whether to appoint them.
Now, there is some evidence that the president generally gets to choose the chairmen of independent commissions, but the other majority members are picked on Capitol Hill.
And in this Q&A with departing SEC Commissioner Elisse Walter – published in the Washington Post on Friday – Elisse answers the question of “What did it take to land the position of SEC commissioner?” by answering:
I started thinking about the job in the mid- to late ’80s. I wanted to be one of the ultimate decision makers. I never thought it was a realistic possibility. But in the early 2000s, I thought I should try to do this. I called everyone I knew, either because they occupied the position or because they knew something about how Capitol Hill works. The recommendations for commissioner slots mostly originate from Capitol Hill, and the president does the nominating. But I didn’t get the job.
Then there is the follow-up question of “Six years later, when you were working at FINRA, you finally got nominated as an SEC commissioner. How did that happen?” with an answer of:
Sen. Jack Reed called [FINRA’s then-chief executive] Mary Schapiro. A Democratic seat on the commission had opened up and he asked Mary for a recommendation. She gave him my name. You need a rabbi to get you through the process. When the right people are willing to sign on and support you, it just happens. I remember early on in my tenure, a group of business-school students asked me: “How do you become a commissioner?” I think the answer is serendipity. There isn’t a career path.
More on the “Revolving Door”
Recently, the Washington Post ran this lengthy article exploring Promontory Financial Group, the consulting firm where former SEC Chair Mary Schapiro landed. The piece takes potshots at Promontory because of the numerous former regulators that work there. I’m still adamant that the so-called revolving door is not what it seems – and that most regulators are true to their mission when they work within the government.
In what other industry are people not supposed to never leave their jobs? Once you work for the government, you’re stuck for life?
Tom Kim, who recently departed as Corp Fin’s Chief Counsel, has joined Sidley Austin in its DC office…
The InVU Platform
In this podcast, Agnies Watson of Computershare discusses a new platform – InVU – for corporate secretaries and IROs, including:
– Why did you launch InVU?
– What can it do that other platforms can’t?
– Any surprises since you launched?
As noted in this Latham & Watkins blog, SEC Chair White has written a letter to a House Subcommittee to not only indicate how many Staff hours went into the new Reg D proposals, but also to clarify this:
You also expressed concern that the issuance of the July 10th rule proposal may have created uncertainty among some issuers and market participants as to whether the new Rule 506(c) exemption, which permits general solicitation, can be used once it becomes effective. The Commission approved the adoption of Rule 506(c) on July 10, 2013, and the rule will be effective on September 23, 2013. Once effective, issuers will be able to rely on the Rule 506(c) exemption for securities offerings as long as they comply with the conditions of that exemption.
Issuers are not required to comply with any aspect of the Commission’s July 10th rule proposal until such time as the Commission may approve a final rule and such rule becomes effective. Should the Commission ultimately decide to adopt final rules, I expect these rules would consider the need for transitional guidance for ongoing offerings that commenced before the effective date of any final rules, as it did when it adopted the Rule 506(c) exemption.
I doubt that Corp Fin will issue a CDI addressing this topic since we now have this letter from the SEC Chair. It’s interesting to obtain guidance in this format – as it’s not a formal Commission document nor informal Staff guidance…
SASB Issues Sustainability Disclosure Standards for the Health Care Sector
Many are concerned about the SASB’s disclosure standards for their industry and have been writing in comments. As noted in this Cooley news brief, the SASB has issued sustainability disclosure standards for the health care industry…
– Why did you write this book?
– What are some of the major points made?
– What do you think might be controversial?
– Any surprises in the process of writing it?
Composition of Indices: SEC Issues Section 21(a) Report
Last week, the SEC issued this new Section 21(a) Report on composition of indices. Here’s my blog explaining what a Section 21(a) report is…
