October 15, 2007

Three Cheers for Pfizer’s Mock Usable Proxy Statement

When I saw Peggy Foran at our Proxy Disclosure Conference last Tuesday, I was excited to hear that Pfizer planned to unveil a mock proxy statement that had been made more “usable” during Friday’s Center for Plain Language Symposium; Pfizer took its most recent proxy statement and reformatted it. Here is a keynote speech from SEC Chairman Cox at the Symposium.

I was excited because I believe not enough attention has been paid to the usability of disclosure documents. In fact, this is the subject of our next webcast on November 15th: “Annual Reports: How to Create Them for an Online World.” Of course, substance is king – but format plays a role in how investors learn more about a company too. And as I’ve written before, in this new era of e-proxy, etc., the art of writing usable is a skill set that we all need to learn. Studies show that humans read differently online than in paper.

Anyways, I was dumbfounded to see this NY Times article on Saturday that poked Pfizer for creating a mock usable document. From reading the article, it appears that Pfizer was approached to volunteer to create this example – Pfizer was a logical choice because the company has long led the league in trying to push the envelope and serve as this country’s governance leader, particularly under Peggy’s leadership.

True, the Pfizer board made a misstep with its former CEO’s post-retirement pay package – but you still have to give Peggy and company credit for all they have done over the past decade. Today’s hot topic might have been majority vote legislation without Pfizer leading the way in voluntarily adopting a director resignation policy for majority withheld votes. There are numerous other examples of innovation, both big and small. I hope criticism in the press doesn’t stop Pfizer or any other company from trying to do the right thing, particularly something as benign as mocking up last year’s proxy to make it more usable.

[Pfizer hasn’t made it publicly available yet. I intend to post it when I get it and will blog when it’s up so you know since I’ve had so many requests.]

President Bush Attacks CEO Pay (Again)

On Thursday, President Bush attacked CEO pay in an interview, according to this WSJ article. He had first broached the topic in a speech on Wall Street back in February.

I also heard that Hillary Clinton spoke out about the pay disparity between CEOs and the work force while she was stumping in Iowa last week. Clearly, this issue could become one of the issues used to attract voters next November.

Jackpot for History Buffs: Old NY Times Articles Now Free

Recently, the NY Times made its archive of old articles – going back to 1851 – available to the public for free (despite the fact that it says you must pay when you search their archives, it indeed is free). For example, check out this 1935 article about the then new incoming SEC Chairman James Landis. Pretty cool stuff…

– Broc Romanek

October 11, 2007

Today: “4th Annual Executive Compensation” Conference

Tune in today for more of the same with: “4th Annual Executive Compensation” Conference. The Conference opens with a keynote from John Olson and then gets right into the practical “nitty gritty” of what boards and advisors should be doing vis a vis CEO pay. Plenty of implementation examples, such as how companies have implemented internal pay equity, wealth accumulation analyses, “walk away” number calculations and clawback provisions with teeth.

To watch, come to the home page of either TheCorporateCounsel.net or CompensationStandards.com and click the prominent link that says “Enter the Conference.” Watch the Conference live by clicking a video link that will be on the Conference page that matches the type of player installed on your computer (ie. Windows Media Player or RealPlayer) and the speed of the connection that you have.

Here’s an agenda for today’s Conference; note that times are Pacific/West coast. Panels will be archived a day after they are shown live.

COSO Releases More Internal Control Guidance

A few weeks ago, the Committee of Sponsoring Organizations of the Treadway Commission released its latest Guidance on Monitoring Internal Control Systems. Called a discussion document, the guidance is the first phase of COSO’s attempt to improve the understanding of internal control system. COSO is taking comments this latest guidance.

Ten Years: It Goes By Fast…

It’s hard to believe that a decade has passed since the SEC submitted this Study to Congress about how technology – in particular, the Internet – impacts the securities markets. If my memory serves, I believe the SEC was required to produce a study as mandated by a provision of NSMIA.

Yours truly did the leg work on the Corp Fin chapter of the study; some of the more interesting stuff is in the footnotes, as they describe the pioneers that leveraged the Web. I had a box of really cool stuff that documented those examples (and many more that didn’t make it into the final cut of the Study), but a flood in my basement wiped them out a while back…

– Broc Romanek

October 10, 2007

Today: “Hot Topics: The Corporate Counsel Speaks” Conference

Lots of big doings yesterday for our “2nd Annual Proxy Disclosure” Conference. Tune in today for more of the same with: “Hot Topics: The Corporate Counsel Speaks” Conference. The Conference opens with a blockbuster keynote from SEC Enforcement Director Linda Chatman Thomsen.

To watch, come to the home page of either TheCorporateCounsel.net or CompensationStandards.com and click the prominent link that says “Enter the Conference.” Watch the Conference live by clicking a video link that will be on the Conference page that matches the type of player installed on your computer (ie. Windows Media Player or RealPlayer) and the speed of the connection that you have.

Here’s an agenda for today’s Conference; note that times are Pacific/West coast. Panels will be archived several hours after they are shown live.

John White’s Speech, Etc.

I did some real-time blogging during yesterday’s “2nd Annual Proxy Disclosure” Conference, noting this speech by Corp Fin Director John White (fyi, here is the Cleary Gottlieb memo on performance targets mentioned during a few panels). The archived panels from that Conference are being uploaded soon and will be accessible from a link at the top of the home pages of TheCorporateCounsel.net and CompensationStandards.com. Today’s NY Times ran this article on John’s speech and other remarks made at yesterday’s Conference.

Problems with our Online CLE Tracking Tool

If you have registered for video webcast attendance to any our three Conferences this week, please be aware that we are experiencing some difficulties with our new online tracking tool. Rest assured that you can still earn CLE credit if your state bar has accredited our program (most states have).

If you are experiencing problems, simply send us (1) the name(s) of any lawyers who watch the Conference, (2) list which Conferences were watched (and number of hours attended), (3) the state bars for which CLE is sought, and (4) the bar numbers for those states. You can send these to info@naspp.com. We will be sending out CLE certifications out in about a month or so. We apologize for any inconvenience. Sometimes I truly despise technology…

Fictitious? Fishy 409A Guidance

This fictitious IRS notice about death and 409A made the rounds recently…

– Broc Romanek

October 9, 2007

It’s Here! The SEC Staff’s Executive Compensation Report

Just in time for today’s Conference – “Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference” – Corp Fin has released its Executive Compensation Disclosure Report (here is the related press release). During his keynote, Corp Fin Director John White will discuss this new Report, as well as all the panels during today’s Conference (and the panels throughout the next few days of Conferencing also will be analyzing this latest Staff guidance). Hey man, this is “hot off the press”!

It’s not too late to register (or upgrade your Confernce license to add more people; you can do so online through a form available on this site’s home page) – and even if you can’t watch it live, each panel’s video will be archived several hours after its shown live. Register Now!

How to Attend Today’s Conference Online

Come to the home page of either TheCorporateCounsel.net or CompensationStandards.com and click the prominent link that says “Enter the Conference.” Watch the Conference live by clicking a video link that will be on the Conference page that matches the type of player installed on your computer (ie. Windows Media Player or RealPlayer) and the speed of the connection that you have.

Here’s an agenda for today’s Conference; note that times are Pacific/West coast. Panels will be archived several hours after they are shown live.

For Those Watching by Video Webcast (and Want CLE Credit)…

All three of our Conferences have been accredited in nearly every state which requires barred lawyers to earn CLE credit. The exception being one state where our application is pending (Kansas) and two states that don’t recognize our online CLE (Delaware and Pennsylvania). In our FAQs, there is a complete list of CLE credit hours available via web attendance for each Conference.

However, there are two “catches” to earn CLE credit via web attendance:

1. Need to Watch Live – Nearly every state requires “live” – and not “archived” – attendance, which can be a pain for those on the East Coast as the Conferences are on a West Coast schedule (but partial CLE credit can be earned for many states as noted below).

2. Need to Click Periodic Pop-Up Boxes – To comply with the verification requirements of many of the state bars, we have built a system which requires those seeking CLE credit to click on a periodic prompt as they watch. These prompts – in the form of “pop-up boxs” – will occur every 10-15 minutes and last about a minute. By clicking each pop-up box you see, you have proved to your state bar that you attended (yes, this is annoying – complain to them, not us). Each pop-up box will be prominent and will say “You must click me.” Keep clicking each one you see; don’t stop after just clicking one.

Exception to the Two Catches Above: If you are in a self-study state, you can spare yourself from the hassle of watching with the “periodic prompt” – read yesterday’s blog to learn more.

A few other items to note:

Register for CLE Every Day – If you want CLE credit for web attendance, when you first enter the conference page on the day of the conference and click on one of the video feed links; from there, you must click the prominent link in the red box entitled “How to Earn CLE Credit for Web Attendance” and follow the steps. You will need to do this each day if you watch more than one Conference.

Earn Partial CLE Credit – If you can only watch a portion of the Conference, you can still earn CLE credit for the amount of time watched (assuming you click on the prompts as noted above and your state bar allow for this; most state bars do); this is particularly relevant for those on the East Coast.

Limits on Group Watching – You must click the periodic prompts yourself so you can prove to the state bar that you indeed attended (so you can’t earn CLE by sitting in a conference room unless you have your computer with you; unless you are in a “self study” state as noted above).

CLE Certificate Mailed Out Next Month – If you followed our online CLE system, we will be mailing a CLE certificate to you – but it’s gonna take us a while to get those out (at least a few weeks).

Pending States – If you seek CLE credit for Kansas where our application is pending, you should sign-in for the prompt system in case they approve the Conference.

Here are a set of FAQs about earning CLE credit for web attendance.

Complete Set of Printable Course Materials Posted

You are now able to obtain – and print out – the course materials related to our three Conferences; on the Conference pages linked to below, there is a complete printable set of materials for each Conference if you look for the link in the upper right corner that has that title. Note that you will need your Conference ID and password to access the course materials (in many cases, your ID and password for TheCorporateCounsel.net or CompensationStandards.com will work if you have registered; if not, your Conference ID and password were e-mailed to you earlier this week).

If you’re watching online, obtain the Course Materials for the your Conference(s) either here – or directly at these links (if you’ll be in San Fran, a set will be handed out to you):

– “Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference” (to be held Tuesday, 10/9)
– “Hot Topics and Practical Guidance Conference: The Corporate Counsel Speaks” (to be held Wednesday, 10/10)
– “4th Annual Executive Compensation Conference” (to be held Thursday, 10/11)

For Those Coming to San Fran…

All three of the Conferences will be held at the San Francisco Marriott, which is at 55 4th Street (here is the hotel’s phone number if you get lost: (415) 896-1600 /(888) 575- 8934). Once you reach the hotel, you will want to check in to receive your badge, etc. – and if you are early enough, there is a continental breakfast available. This master agenda lists check-in and breakfast times for all three Conferences.

If you haven’t registered yet, but do plan to attend in San Fran – note that our HQ can’t accept registrations after 5 pm Pacific today. However, walk-in registration can be done at the SF Marriott – and bring a check or credit card. (Note: registrations for web attendance still can be done online at any time.)

– Broc Romanek

October 8, 2007

A Note on Online CLE: Exception for Self-Study from Our Tracking System

Our new online CLE tracking system is causing a little confusion. So let me try to clarify a few things. We built the time-stamp system in response to the requirements of many state bars that require that we track whether or not a lawyer is actually watching the Conference.

However, we are aware some state bars only require self-reporting, so that lawyers in those states only need to attest that they attended a CLE program. If you are seeking CLE for one of those states (and you are certain of it, eg. Minnesota), you may skip our tracking system and save yourself a hassle. (This also means that you can watch in a group because you don’t have to click prompts from your own computer.) In other words, when you click a video feed for a Conference this week, you wouldn’t click the button that says “Earn CLE Here” and not fill out the CLE application.

If you fall under these circumstances – and still want a CLE Certificate – simply send an email next week (when we’re back in the office) with your contact information, state bars and bar numbers. If you are registered for the Conference, we can accommodate you as we have in the past.

– Broc Romanek

October 8, 2007

Sold! Glass Lewis Goes to Activist Institutional Investor

On Friday, Glass Lewis was sold by its Chinese parent to the Ontario Teachers’ Pension Plan, one of Glass Lewis’ clients, for $46 million (here is the press release). With $106 billion in net assets, this investor is one of Canada’s largest and most aggressive institutional investors and shareholder rights advocates (the investor helped created a Canadian investor group dedicated to improving corporate governance). This is a pretty interesting development: I wonder if a change in ownership alone can help Glass Lewis grow (as well as allegations that conflicts may arise if an activist investor owns a proxy advisor).

Its been reported that RiskMetrics Group (which owns what used to be known as ISS) dropped out of the running to buy Glass Lewis shortly after it filed its Form S-1 to go public last month. Right before it filed the IPO registration statement, RiskMetrics announced a new company structure and brand framework under which ISS became a division and officially took the RiskMetrics name.

SEC Comments: Financials Prepared for International Financial Reporting Standards

It looks like Corp Fin continues to maintain links to comment letters it has issued to foreign private issuers containing financial statements prepared for the first time on the basis of International Financial Reporting Standards (commonly referred to as “IFRS”). The Staff also is posting links to the company’s correspondence. Scroll down on this Corp Fin page to see these links.

VP Cheney’s ’04 Testimony to the SEC’s Enforcement Division

Last week, it was revealed that Vice President Dick Cheney gave testimony to the Enforcment Division back in 2004, as part of the Staff’s investigation of Halliburton (where Cheney used to serve as CEO) over the accounting of cost overruns on several big projects back in ’98. The Staff’s investigation is now closed after the company settled with the SEC two days after Cheney’s testimony, paying a $7.5 million fine.

According to this WSJ article, Cheney didn’t recall being told that Halliburton had booked millions of dollars in construction cost overruns as income, saying that the company’s CFO was “probably” the person “whose general area of responsibility this fell into.” Yeah, probably. And the CEO shouldn’t care about that type of thing…

The SEC released Mr. Cheney’s testimony under a Freedom of Information Act request filed by Dow Jones Newswires. I’d like to post a copy of the testimony, but that might take some doing. Let me know if you see a copy.

– Broc Romanek

October 5, 2007

SEC Staff Overhauls Its Internal Controls FAQs

Last week, the SEC Staff revised its FAQs on Management’s Report on Internal Control over Financial Reporting. These FAQs were originally jointed issued by Corp Fin and the Office of Chief Accountant in late ’04. [Admittedly, this development snuck by us – it never showed up on Corp Fin’s “What’s New” page, etc. We are redoubling our investigative efforts and promise it will never happen again.]

The Staff eliminated twelve FAQs it believed were no longer relevant or necessary or that were addressed by the SEC’s recent interpretive guidance on management reports. The Staff also added four new FAQs pertaining to foreign private issuers.

Courtesy of Cleary Gottlieb, here is some analysis of the new foreign private issuer FAQs (as well as a blacklined copy of the overhauled FAQs, which is posted in our “Internal Controls” Practice Area):

Scope of ICFR Evaluation Should be Based on Primary Financial Statements (New FAQ 12) – Management of an FPI that files home country accounts with a US GAAP reconciliation should plan and scope its ICFR evaluation based on the primary financial statements (i.e., home country GAAP). However, the evaluation should consider controls related to the preparation of the US GAAP reconciliation.

Reference to “Interim Financial Statements” in Material Weakness Definition Does Not Apply to FPIs (New FAQ 13) – Since home country requirements vary significantly and there are no uniform requirements requiring FPIs to file periodic interim financial statements, the reference to “interim financial statements” in the definition of material weakness does not apply to FPIs (unless they are filing on domestic forms).

Treatment of Entities for ICFR Evaluation Purposes Should Track Treatment in Primary Financial Statements (New FAQ 14) – If an entity is treated differently under primary GAAP (i.e., home country GAAP) than it is in the US GAAP reconciliation (e.g., consolidated in the home country accounts but equity method under US GAAP), the ICFR evaluation should be based on how the entity is treated in the primary financial statements.

Scope Limitation Permitted for Certain Proportionately Consolidated Entities (New FAQ 15) – Some FPIs are required under home country GAAP to account for certain entities on a proportionate consolidation basis. Management’s ICFR report ordinarily should include all consolidated entities, even if they are consolidated on a proportionate basis. However, in cases where the company does not have the right or authority to evaluate internal controls of the proportionately consolidated entity and lacks the access necessary in practice to make that evaluation, the proportionately consolidated entity’s internal controls may be excluded from the scope of management’s assessment. (Management must still evaluate controls over the recording of amounts relating to the proportionately consolidated entity in the company’s consolidated financial statements). The FAQ specifies certain disclosure that must be provided regarding the exclusion of the internal controls of these entities from the scope of the ICFR assessment.

The remaining FAQs are substantially the same and have been renumbered as a result of the elimination of the 12 old FAQs.

Exec Comp Comment Letters: Here Ye, Here Ye

Here is the latest installment of “The Sarbanes-Oxley Report” from Billy Broc and Dave the Animal: “Exec Comp Comment Letters: Here Ye, Here Ye.”

How to Pick Up Your “Chicago” Concert Ticket

Many of those attending the NASPP Conference next week have registered for a free ticket to a “Chicago” concert on Tuesday, October 9th. The concert is jointly sponsored by the NASPP and Fidelity Investments. Here are some logistics:

Attendees can pick up their tickets to the concert at Fidelity’s registration desk at the San Francisco Marriott until 6:45 pm on Tuesday, October 9th (the day of the concert). After 6:45, Fidelity will have a satellite registration desk at the San Francisco Concourse Exhibition Center (which is the site of the concert) and attendees can pick up their tickets there.

There will be shuttle service from the Marriott to the San Francisco Concourse Exhibition Center. Buses will begin departing from the Marriott after the reception in the Exhibit Hall ends (starting at 7:00 pm). It’s not walking distance, you will need to take a shuttle bus.

Advance registration for the concert is now closed – but attendees can still register at the Conference; remember that only full NASPP Conference attendees are eligible – here are the eligibility requirements. If you didn’t register in advance and show up at the concert site, you will need to prove that you are a NASPP Conference attendee to register there. You can do this by checking in for the NASPP Conference and picking up your Conference badge or by bringing the confirmation that you received when you registered for the NASPP Conference.

– Broc Romanek

October 4, 2007

Course Materials Now Available

You are now able to obtain – and print out – the course materials related to our three Conferences. Note that you will need your Conference ID and password to access the course materials (in many cases, your ID and password for TheCorporateCounsel.net or CompensationStandards.com will work if you have registered; if not, your Conference ID and password were e-mailed to you earlier this week).

If you’re watching online, obtain the Course Materials for the your Conference(s) either here – or directly at these links (if you’ll be in San Fran, a set will be handed out to you):

– “Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference” (to be held Tuesday, 10/9)
– “Hot Topics and Practical Guidance Conference: The Corporate Counsel Speaks” (to be held Wednesday, 10/10)
– “4th Annual Executive Compensation Conference” (to be held Thursday, 10/11)

Instructions for Those Watching Online: Come to the home page on the day of the Conference and click the prominent link that will be posted that day. Watch the Conference live by clicking a video link that will be on the Conference page that matches the type of player installed on your computer (ie. Windows Media Player or RealPlayer) and the speed of the connection that you have. Panels will be archived several hours after they are shown live.

For Those Watching by Video Webcast (and Want CLE Credit)…

All three of our Conferences have been accredited in nearly every state which requires barred lawyers to earn CLE credit. The exception being one state where our application is pending (Kansas) and two states that don’t recognize our online CLE (Delaware and Pennsylvania). In our FAQs, there is a complete list of CLE credit hours available via web attendance for each Conference.

However, there are two “catches” to earn CLE credit via web attendance:

1. Need to Watch Live – Nearly every state requires “live” – and not “archived” – attendance, which can be a pain for those on the East Coast as the Conferences are on a West Coast schedule (but partial CLE credit can be earned as noted below).

2. Need to Click Periodic Pop-Up Boxes – To comply with the verification requirements of many of the state bars, we have built a system which requires those seeking CLE credit to click on a periodic prompt as they watch. These prompts – in the form of “pop-up boxs” – will occur every 10-15 minutes and last about a minute. By clicking each pop-up box you see, you have proved to your state bar that you attended (yes, this is annoying – complain to them, not us). Each pop-up box will be prominent and will say “You must click me.” Keep clicking each one you see; don’t stop after just clicking one.

A few other items to note:

Register for CLE Every Day – If you want CLE credit for web attendance, when you first enter the conference page on the day of the conference and click on one of the video feed links; from there, you must click the prominent link in the red box entitled “How to Earn CLE Credit for Web Attendance” and follow the steps. You will need to do this each day if you watch more than one Conference.

Earn Partial CLE Credit – If you can only watch a portion of the Conference, you can still earn CLE credit for the amount of time watched (assuming you click on the prompts as noted above); this is particularly relevant for those on the East Coast.

Limits on Group Watching – You must click the periodic prompts yourself so you can prove to the state bar that you indeed attended (so you can’t earn CLE by sitting in a conference room unless you have your computer with you).

CLE Certificate Mailed Out Next Month – If you followed our online CLE system, we will be mailing a CLE certificate to you – but it’s gonna take us a while to get those out (at least a few weeks).

Pending States – If you seek CLE credit for Kansas where our application is pending, you should sign-in for the prompt system in case they approve the Conference.

Here are a set of FAQs about earning CLE credit for web attendance.

For Those Coming to San Fran…

All three of the Conferences will be held at the San Francisco Marriott, which is at 55 4th Street (here is the hotel’s phone number if you get lost: (415) 896-1600 /(888) 575- 8934). Once you reach the hotel, you will want to check in to receive your badge, etc. – and if you are early enough, there is a continental breakfast available. This master agenda lists check-in and breakfast times for all three Conferences.

If you haven’t registered yet, but do plan to attend in San Fran – note that our HQ can’t accept registrations after 5 pm Pacific today. However, walk-in registration can be done at the SF Marriott – and bring a check or credit card. (Note: registrations for web attendance still can be done online at any time.)

[Captain XBRL strikes again! As noted in this blog, he drops Britney Spear’s former lawyer from top of the heap…]

Free Stoneridge Webcast

Coming up next Tuesday is the much-anticipated Supreme Court oral argument in the case of Stoneridge Investment Partners v. Scientific-Atlanta. As we have noted in the blog before, this one is a biggie!

Tomorrow, the Center for Business Law & Regulation at Case Western Reserve University is hosting a half-day conference on the issues involved in this important case. This event will be webcast live – and for free.

– Broc Romanek

October 3, 2007

Shareholder Access: What Now?

Yesterday was the deadline for comments on the two competing shareholder access proposals, and as might be expected they both pulled in lots of comments. If anything was to be decided on the sheer number of comment letters, then the proposing release that would give 5% shareholders the ability to submit binding access bylaw amendments would be the hands down winner, with over 15,000 comment letters so far. Of those over 15,000 letters, a little more than 14,700 were designated by the SEC as “form” letters. The proposing release seeking to codify the SEC Staff’s interpretation of Rule 14a-8(i)(8) only garnered just north of 7,400 comments (of which over 7,370 were designated as “form” letters). True to form, while the investor community and individuals belonging to organizations with an interest in this matter turned out in force, there does not appear to be a whole lot of input from the issuer side on these proposals. While these comment numbers are nothing to sneeze at, they still don’t touch – when viewing the two access releases separately – the well over 20,000 letters commenting on the 2006 executive compensation disclosure proposals.

Now that the SEC Staff has all of these comments to sift through, it remains to be seen which way the SEC will ultimately go and when. In order to have proposals in place for the upcoming proxy season as Chairman Cox told the Senate Banking Committee he would at the end of July, it would seem that an adopting release needs to be on the SEC’s calendar in November, when many of the other Corp Fin proposals from earlier this year are expected to be considered. As noted in the RiskMetrics Risk & Governance Group blog, former Commissioner Campos said at a September CII conference that he doubted a replacement would be named in time to participate in shareholder access deliberations before next proxy season. Campos also indicated that he thought it was unlikely that Chairman Cox would push for a final decision on the issue without a full complement of commissioners.

At a House Committee on Financial Services hearing last week, investor and business representatives squared off on the shareholder access proposals. The SEC did not participate in the hearing. Reminiscent of the debate that ensued when shareholder access was last proposed in 2003, the two sides can seemingly find no middle ground. The investor side would rather see neither proposal move forward, and instead would like to submit access proposals without any restrictions. John Castellani, president of the Business Roundtable, raised the specter of “fractured boards representing special interests or small groups of shareholders” if the SEC adopts some form of shareholder access.

Adding to the uncertainty about the ultimate outcome of shareholder access is the outstanding warning from Senator Christopher Dodd (D-CT), who said that he will consider legislation to resolve the question of proxy access if the SEC doesn’t adopt access rules.

Farewell to Commissioner Nazareth

The SEC announced that Commissioner Annette Nazareth intends to step down. Commissioner Nazareth has indicated to the President that she does not wish to be re-nominated, and her term expired earlier this summer. No departure date has been set.

Commissioner Nazareth has been at the SEC for nine years, first as Director of the Division of Market Regulation and then as a commissioner. It is rare these days to see someone appointed to a commissioner slot from the Staff, and I believe that Nazareth’s experience on the Staff always contributed to her outstanding work as a commissioner. I really enjoyed working with Commissioner Nazareth and her excellent Staff – her departure is a big loss for the SEC.

ACAP Gets Off the Ground

Yesterday, Treasury Secretary Paulson announced the members of the Treasury Advisory Committee on the Auditing Profession. The date of the Committee’s first public meeting is set for October 15th. As Broc noted in this blog from back in May, the Committee – headed by former SEC Chairman Arthur Levitt and former SEC Chief Accountant Donald Nicolaisen – is tasked with examining issues such as audit firm concentration, how to strengthen the accounting industry’s financial soundness and how to enhance the ability to attract and retain qualified personnel. More information is available at the Committee’s website.

Our October Eminders is Posted!

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

– Dave Lynn