The SEC is open…and Chairman Donaldson is on the job. Yesterday, the SEC posted its final rules on definition of “dealer” whereby it excluded banks for certain de minimus transactions – see http://www.sec.gov/rules/final/34-47364.htm.
For TheCorporateCounsel.net subscribers, we have conducted informal surveys of recent disclosures regarding disclosure controls and procedures – and posting reports on corporate websites – and analyzed the results. These results are in the “Disclosure” section of our “Practice Areas” at http://www.thecorporatecounsel.net/member/CriticalAccounting/.
Adding pressure on companies to voluntarily expense options, late last week, Ernst & Young became the first major accounting firm to reverse its position on expensing options.
In a letter to the Financial Accounting Standards Board, Ernst & Young stated that it strongly supported efforts by both the FASB and the International Accounting Standards Board to develop a method to ensure that “stock-based compensation is reflected in the financial statements of issuing enterprises.” For more information about E&Y’s position, see the NY Times article – “Ernst & Young Changes Mind on Options” from February 14th.
The SEC remains closed today due to bad weather…
On TheCorporateCounsel.net, we have posted an interview with David Lynn of Wilmer Cutler on CEO/CFO certifications – see http://www.thecorporatecounsel.net/member/InsideTrack/02_14_03_Lynn.htm.
Later today, TheCorporateCounsel.net is hosting a webcast program on “Understanding the New ‘Audit Committee Financial Expert'” – see http://www.greatgovernance.com/Programs.html.
Yesterday, the SEC released a draft of the upcoming EDGAR Filer manual – which contains information about the Online Forms website that will be used to accept filings for Forms 3, 4, & 5. The manual describes the process a user would go through to create and submit a form via their website.
Section 3 of the Draft Manual contains screen shots of the new SEC website that will be devoted to Section 16 filings – and what steps you will need to take to create the form. The Manual has an address for the SEC’s new website – https://www.onlineforms.edgarfiling.sec.gov – but I was unable to connect to it, so I assume it is not ready yet.
As expected, yesterday the Senate confirmed William Donaldson as SEC chair – its official…
For TheCorporateCounsel.net subscribers, in addition to our own SOX Scorecard, we have posted 8 other scorecards – they all are very handy and located under “Special Features” when you click on “Sarbanes-Oxley Scorecards.”
Yesterday, William Donaldson was confirmed by the Senate Banking Committee as next chair of the SEC – full Senate approval is expected shortly – and Mr. Donaldson should be in office by next tuesday…
From the Division of Corporation Finance, Dennis Garris will be leaving as head of the Office of Mergers & Acquisitions to join Alston & Bird – Associate Director Bill Tolbert is also leaving to go back to Ohio.
On GreatGovernance.com, we have posted a lengthy annotated corporate governance guidelines – graciously donated by Cynthia Krus of Sutherland, Asbill & Brennan.
As some board committees are exercising their soon-to-be “right” to hire advisors – or if the governance committee hires a new outside law firm to conduct a one-time governance “gut-check” – the question remains: who does the advisor/law firm work for?
This question must be resolved right away when a retainer letter is drafted. The best answer we have heard so far is “individual directors on behalf of the board.” If you have a different conclusion or a sample retainer letter for a board committee, contact broc.romanek@thecorporatecounsel.net.
Today, we posted three new portals on GreatGovernance.com – Whistleblower; Audit Committee; and Corporate Governance/Nominating Committee. These portals will be continously expanded over time.
William Donaldson had his Senate confirmation hearing yesterday – and sounds like the SEC will continue to not be a “kinder, gentler” place…the NY Times headline captures the essence of his testimony – “SEC Choice Says He’s No Harvey Pitt.”
The FEI is wrapping up a study on the compliance costs of Sarbanes-Oxley…could be an eye-opener…going private anyone?
For TheCorporateCounsel.net subscribers, we have posted our first interview – Lou Rorimer on Proxy Season Disclosure.
At a recent conference, Corp Fin Director Alan Beller stressed that the SRO listing standard proposals would be out by the end of February – and that the SEC staff was still trying to “harmonize” the NYSE and Nasdaq proposals.
At its open meeting yesterday, the SEC proposed a self-regulatory organization for mutual funds – and postponed final rules on analyst certifications until today’s open meeting.
For TheCorporateCounsel.net subscribers, we have posted sample codes of ethics!
