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The RR Donnelley Securities Newsletter contains the latest developments and practical guidance for corporate & securities law practitioners. The content is provided by TheCorporateCounsel.net.
The features in this issue include:
Please note the newsletter includes a few password protected links. To access these links, please sign up for a no-risk trial from TheCorporateCounsel.net.
1 | Treasury's Mark Iwry and SEC's Shelley Parratt to Speak!
TheCorporateCounsel.net is very excited to announce speakers for the "6th Annual Executive Compensation Conference" that will be held at the San Francisco Hilton and via Live Nationwide Video Webcast on November 10th. The All-Star cast includes:
- Treasury's Mark Iwry, Senior Advisor to Secretary Geithner
- RiskMetrics' Pat McGurn and Martha Carter
- NY Times' columnist Joe Nocera
- Noted counsel John Olson and Marc Trevino
- Renowned consultants Fred Cook, Ira Kay, Mike Kesner, Doug Friske, James Kim and Don Delves
- Panel of respected Directors
- Investor advocates Ed Durkin, Meredith Miller and Paul Hodgson
In addition, the SEC's Shelley Parratt, Deputy Director of the Division of Corporation Finance, will be the keynote for our "4th Annual Proxy Disclosure Conference" on November 9th.
Act now by using this registration form for these popular conferences - "Tackling Your 2010 Compensation Disclosures: The 4th Annual Proxy Disclosure Conference" & "6th Annual Executive Compensation Conference" - to be held November 9-10th in San Francisco and via Live Nationwide Video Webcast. Here is the agenda for both conferences.
2 | Corp Fin Updates a Hodgepodge of C&DIs
In late August, Corp Fin posted a number of new or revised C&DIs across a number of topic areas, including Securities Act Sections, Rules and Forms, Regulation S-K, Exchange Act Sections and Section 16. A summary of interpretations that are new or revised was simultaneously posted on the SEC's "What's New" page, and now each interpretation indicates "New" or "Revised" along with the date in the bracketed notation at the end. For the purposes of determining the changes made in the revised C&DIs (as well as the C&DIs that have been withdrawn), you can review the "Outdated or Superseded Compliance and Disclosure Interpretations" page included in the "Archives" section.
A few of the notable Securities Act interpretations are as follows:
- Securities Act Forms Question 118.02/Securities Act Rules Question 212.05: These interpretations were revised to clarify that an unqualified Exhibit 5 legality opinion must be filed no later than the closing date of an offering that is conducted as a takedown off of a shelf. The interpretations had previously indicated that time for filing the opinion was prior to any sales or contracts of sale, causing concern that the opinions would be required to be filed too early in the offering process. The change to the interpretation came about as a result of some dialogue between the Staff and the Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee at the ABA meeting in Chicago in early August.
- Securities Act Sections Question 139.27: This new interpretation indicates that securities from a second private placement may be added by pre-effective amendment to a pending resale registration, so long as that private placement was commenced and completed consistent with the guidance in Release No. 33-8828 (Aug. 10, 2007).
- Securities Act Sections Question 139.28: This new interpretation provides the Staff's views on offers and sales of securities while a post-effective amendment to a registration statement is pending.
- Securities Act Forms Question 116.20: This new interpretation gives some timely guidance for rights offerings, including the fact that General Instruction I.B.4. is not available (for either a new registration statement or for a takedown off of an existing S-3) for the securities underlying rights in a rights offering, given that the rights are not outstanding at the time of the filing of the registration statement (or conducting a takedown).
On the executive compensation disclosure front, the Staff provides guidance in Regulation S-K Question 117.03 on the reporting of compensation that has been recovered under a clawback policy, as well as reporting in the Non-Qualified Deferred Compensation Table of vested equity awards that provide for deferral of the receipt of such awards (see Regulation S-K Question 125.05).
3 | The New Regulation FD C&DIs
The SEC Staff has also made some more progress migrating the old Telephone Interpretations over to the Compliance & Disclosure Interpretation format, posting Regulation FD C&DIs for the first time in late August. For the most part, these interpretations are the same as the Regulation FD interpretations from the Fourth Supplement to the Manual of Publicly Available Telephone Interpretations. Here is how the new C&DIs relate to the old telephone interpretations:
- C&DI Question 101.01 - same as Interpretation 1 (note that this interpretation provides an explanation of what it means to confirm a prior forecast and how to avoid confirming a prior forecast)
- C&DI Question 101.02 - same as Interpretation 2
- C&DI Question 101.03 - same as Interpretation 7
- C&DI Question 101.04 - same as Interpretation 9
- C&DI Question 101.05 - same as Interpretation 10
- C&DI Question 101.06 - same as Interpretation 11
- C&DI Question 101.07 - same as Interpretation 12
- C&DI Question 101.08 - same as Interpretation 15
- C&DI Question 101.09 - same as Interpretation 13
- C&DI Question 101.10 - same as Interpretation 14
- C&DI Question 102.01 - same as Interpretation 3
- C&DI Question 102.02 - same as Interpretation 5
- C&DI Question 102.03 - same as Interpretation 6
- C&DI Question 102.04 - revised Interpretation 8 (changes were not substantive)
- C&DI Question 102.05 - revised Interpretation 4 (providing additional justification and adding concepts of webcast or broadcast)
- C&DI Question 102.06 - revised Interpretation 16 (changed the answer to a categorical "no" without providing any additional explanation)
- C&DI Question 102.07 - new, referring to the SEC's guidance in Release No. 34-58288
In updating the Regulation FD guidance, the Staff did not reissue Interpretation 17, which had reiterated the SEC's position that it did not intend, with the adoption of Regulation FD, to change the practice of using a press release to disseminate earnings information in advance of a conference call or webcast. It would seem that the interpretation is no longer necessary, given that the earnings release model has continued largely unchanged for almost a decade following adoption of Regulation FD.
4 | Corp Fin's Crowded Agenda
Dave Lynn attended the ABA Annual Meeting in early August, and at the Federal Regulation of Securities Committee's "Dialogue with the Director" session, new Corp Fin Director Meredith Cross, along with Deputy Director Brian Breheny, outlined Corp Fin's agenda. In addition to reviewing comment letters and coming up with recommendations on already proposed rules, the Staff is working on rulemaking initiatives that include:
- Expanding Schedule 13D/G reporting to cover short positions. The Staff is also considering changes to the beneficial ownership rules for purposes of 13D/G reporting;
- Liberalizing shareholder communications to permit distribution of educational materials to shareholders regarding the proxy voting process, without the materials being deemed a proxy solicitation. The Staff is proposing to conduct a study regarding shareholder communications and will announce the results;
- Amending credit rating agency rules to address conflicts of interest;
- Improving asset-backed securities registration and disclosure; and
- Amending Rule 163 (communications by WKSIs).
The Staff is also:
- Keeping track of legislation in Congress to enable them to gear up to quickly to propose any rulemaking mandated by legislation;
- Continuing its review of the proposed Regulation D amendments;
- Discussing Section 5/short selling issues with General Counsel David Becker to determine how to move forward; and
- Conducting a "Core Disclosure" review project for the purpose of reviewing all disclosure rules to ensure that the disclosure is "right" rather than just "more."
The Staff is in the process of reviewing how the work of Corp Fin is being done and whether any improvements can be made, including in the area of maintaining and expanding transparency. The Staff has been improving the efficiency of such things as responding to no-action and waiver requests. Further, it was announced that a New Products Team has been established, headed up by Tom Kim and Paul Belvin. This team will coordinate the review of new financial products in the Division, including reviewing new products on a pre-filing basis.
We have posted notes from the "Dialogue with the Director" session in our "Conference Notes" Practice Area.
5 | Where Were the Lawyers? Judge Rakoff Asks in BofA Settlement Case
Things have heated up in the case where US District Court Judge Jed Rakoff's decision to not approve a $33 million settlement between the SEC and Bank of America over allegations of misleading proxy materials because the bonus obligations due to Merrill Lynch employees were not fully disclosed. When Broc left a few weeks ago on vacation, the Judge was about to hold a hearing to discuss the issues involved. At the hearing, he asked for briefs from both parties by August 24th.
On August 24th, the SEC and Bank of America submitted the briefs as requested by the Judge. Here is the brief submitted by the SEC, including the controversial Disclosure Schedule that was not included in the proxy materials as Exhibit A. Here is Bank of America's brief that asserts that obligation to pay bonuses was disclosed.
As noted in this NY Times article, Judge Rakoff's request for documentation regarding who was responsible for the decision not to disclose Merrill's bonuses resulted in both parties blaming the lawyers in their briefs. Although as Tom Gorman notes, "The briefs read as if they were filed in two different cases."
On August 25th, Judge Rakoff - apparently not very happy with the briefs - issued this order. As noted by Barbara Black in the "Securities Law Prof Blog":
Judge Rakoff still isn't satisfied with the explanations given to him by the SEC and the Bank of America about the settlement involving the disclosure (or lack thereof) of Merrill bonuses in the BofA proxy statement. He instructed the SEC to provide more explanation about why it didn't follow SEC policy and seek penalties from individual defendants. He also didn't accept the agency's explanation that its hands were tied because the corporation asserted reliance on advice of counsel as a defense and would not waive the attorney client privilege and give the SEC the documents. How could the corporation base a defense on attorneys' advice without disclosing the advice? The judge asked for further submissions due September 9th.
The Judge could hold a second hearing on the settlement - or he could approve or reject it after receiving this new round of briefs.
Here are a number of commentaries on what has transpired so far:
6 | NYSE Proposes Amendments to Corporate Governance Listing Standards
Ahead of our upcoming webcast with a group of senior NYSE Staffers - "The NYSE Speaks '09: Latest Developments and Interpretations" - the NYSE issued proposals to amend its corporate governance listing standards in late August. These proposals will be analyzed during the program. It's been quite a while since the standards were last revised...
7 | SEC Provides Guidance on FASB Codification
As we have previously noted in our blog, the FASB Codification project was launched back in July and will be effective for financial statements issued for interim and annual periods ending after September 15, 2009. Under the FASB Codification, existing references to U.S. GAAP materials are replaced by new references, thereby rendering all existing references obsolete.
In mid-August, the SEC issued an interpretive release in order to address the issues for SEC materials that are raised by the Codification. In the release, the SEC indicates that all references to the "legacy" FASB standards (and other private-sector US GAAP literature) in rules, regulations, releases and staff bulletins should be construed as the corresponding reference in the FASB Codification. The SEC notes that it will be embarking on a longer term project to revise U.S. GAAP references in its rules and guidance.
The SEC also asserts its GAAP supremacy in the release, noting that while the FASB Codification supersedes existing U.S. GAAP references from private standards-setters, it does not supersede any SEC rules or regulations. In this regard, the SEC notes that the FASB Codification is not the authoritative source for SEC rules and regulations, which are referenced in the Codification for the convenience of users.
8 | Corp Fin Provides MD&A Guidance on Loan Losses
A new "Dear CFO" letter – issued in mid-August - provides some guidance to financial institutions on what the SEC Staff expects in terms of MD&A disclosure around an institution's provision and allowance for loan losses. While the disclosure requirements have not changed, the Staff indicates that the current economic environment may require that a company "reassess whether the information upon which you base your accounting decisions remains accurate, reconfirm or reevaluate your accounting for these items, and reevaluate your Management's Discussion & Analysis disclosure."
The letter lays out the Staff's disclosure expectations around high risk loans (e.g., option ARM products, junior lien mortgages, subprime loans), changes in practices for determining the allowance for loan losses, declines in collateral value and other potentially material considerations, such as risk mitigation strategies, the reasons behind changes in key ratios (such as the non-performing loan ratio), and how accounting for an acquisition under FAS 141R or accounting for loans under SOP 03-3 affects trends in the allowance for loan losses.
9 | House Passes "Say-on-Pay" Bill (Again): The Recap
In late July, the House passed H.R. 3269 "Corporate and Financial Institution Compensation Fairness Act of 2009," which is Rep. Barney Frank's latest version of a say-on-pay bill, mostly along partisan politics lines by a vote of 237-185. There are notable differences between what the House passed and the language that the Obama Administration (through the Treasury Department) recommended in June.
Two years ago, the House passed a different say-on-pay bill by a vote of 269 to 134 (afterwards, then-Sen. Obama floated the same bill in the Senate but it never went anywhere). The Senate will not consider similar legislation until sometime after the August recess - and it's expected that there will be a tougher battle in the Senate over the bill's terms.
Here is a final version of the bill. And here is the House Financial Service Committee's marked-up version of the bill (with the only reported major change being the clawback reversal noted below) - and here is that Committee's report.
Below are key provisions of the bill's three major components, with commentary gleaned from a variety of sources:
A. Say-on-Pay: Section 2
- Likely Not Applicable to '10 Proxy Season - Effective date for this Section is six months after SEC adopts rules implementing this Section; and the SEC is directed to adopt rules within six months of enactment of the bill into law. The upshot is that say-on-pay is not likely to be applied to the '10 proxy season, but perhaps could be effective later in 2010. Treasury's recommendation was to adopt something before the '10 proxy season.
- FPIs Excepted - No Triennial Alternative - Requires annual non-binding vote on disclosure of executive compensation arrangements and "golden parachutes"; mark-up clarified that neither applies to foreign private issuers. Note that the idea of a triennial vote (i.e., Carpenters Union's alternative) was considered during the mark-up but defeated.
- SEC Might Exempt Small Businesses - Gives authority to the SEC to exempt certain types of companies from say-on-pay; SEC might use this to exempt smaller businesses. Treasury recommendation didn't address this topic.
- Investment Managers Report How They Vote - Requires certain types of investment managers to report annually how they voted on say-on-pay at the companies for which they own at least $100 million of their equity at some point during the preceding 12 months. Treasury recommendation didn't include this likely-to-be controversial item.
- No Tabular Format for Golden Parachute Disclosures - For say-on-pay on golden parachutes, tabular format eliminated during mark-up; and mark-up clarified that golden parachutes previously approved by shareholders must be disclosed, but need not be voted upon again. We can't figure out why tabular disclosures were dropped - in our opinion, dropping it was not a good idea.
- Clawbacks Still Possible Even If Shareholders Approve Compensation - The mark-up had produced an amendment that would have prohibited clawbacks of compensation arrangements that had approved by shareholders - the only amendment made to the marked-up bill was striking this new provision. So under the bill approved by the House, clawbacks are still possible even if the compensation disclosure has been approved by shareholders.
B. Compensation Committee Independence: Section 3
- Even Longer Effective Date - The exchanges (as directed by the SEC) wouldn't be required to adopt listing standards to implement this Section until 9 months after the bill was enacted.
- Compensation Committees Must Be Independent - The thrust of this section is to have independent compensation committees (although mark-up eliminated requirement that comp committee members not be "affiliated persons"). Some of the more controversial aspects of the Treasury's recommendations were reined in by the House bill, as noted below.
- SEC Might Exempt Small Businesses - Gives authority to the SEC to exempt certain types of companies from this Section; SEC might use this to exempt smaller businesses. Treasury recommendation didn't address this topic.
- No Need to Disclose Why Didn't Hire Compensation Consultant - During the mark-up, the requirement to provide potentially embarrassing disclosure regarding why a compensation committee didn't hire a consultant was struck. However, companies would be required to provide funding for compensation consultants (as well as lawyers) if the compensation committee wanted to hire one.
- Compensation Consultants Must Be Independent - The SEC must adopt independence standards for compensation consultants. The mark-up clarifies that these standards must be competitively neutral.
- Lawyers Need Not Be Independent - During the mark-up, the requirement for the compensation committee's counsel to meet independence standards was eliminated.
- SEC's Study - Within two years, the SEC must provide a study regarding the impact of its new independence standards to Congress.
C. Regulation of Compensation at Large Financial Institutions: Section 4
- This Section would regulate pay at large financial institutions - those with more than $1 billion in assets - particularly their incentive-based pay packages. It would require federal regulators to prohibit "certain compensation" structures at large financial institutions if they could have a "serious adverse effect on financial stability." It would also require federal regulators to adopt rules requiring these institutions to disclose their incentive-based pay plans for executives and employees - and then the regulators would determine if the pay packages are "aligned with sound risk management."
- This is quite a controversial Section (e.g., the issue of whether the government can abrogate a private contract) - and it was not part of the Treasury's recommendations. We would be surprised to see this Section survive the Senate, even with all the public anger over Wall Street bonuses. This recent Bloomberg article notes skepticism over this Section expressed by the Obama Administration and some Senators.
10 | Last Piece of the Puzzle: The Administration's Derivatives Legislation
In mid-August, the Administration released the last piece of draft legislation for its financial reform agenda. The legislation is focused on creating a comprehensive system of regulation for the credit default swap market and all other OTC derivative markets. The draft bill is generally consistent with the framework that the Administration outlined back in June, and the overall thrust of these proposals is to encourage the movement of OTC derivatives transactions from unregulated over the counter markets to regulated exchanges and centralized clearinghouses.
Of all of the draft legislation that the Administration has advanced thus far, we think that this bill is the most far-reaching; in that it essentially creates a new regulatory system where pretty much nothing in the way of government regulation (other than, e.g., capital standards) had existed before. The components of the contemplated regulatory system include:
- Centralized clearing of standardized OTC derivatives through CFTC- or SEC-regulated clearing organizations;
- A requirement that standardized OTC derivatives would be required to be traded on a CFTC- or SEC-regulated exchange or alternative swap execution facility;
- An "encouragement" to use standardized OTC derivatives, with higher capital requirements and higher margin requirements applicable to non-standardized derivatives;
- Transparency through confidential reporting of positions to federal regulators and public data regarding aggregated open positions and trading volumes;
- Federal regulation of any firm dealing in OTC derivatives and firms taking large positions in OTC derivatives;
- Strict capital and margin requirements for all OTC derivative dealers and major market participants through the SEC or CFTC;
- Tools for the SEC and CFTC to prevent manipulation, fraud and abuse; and
- A tightened definition of those eligible investors who may engage in OTC derivatives transactions.
The Administration's proposals closely track the agreed-upon guidelines for derivatives legislation reached by Representative Barney Frank (D-MA) and Representative Collin Peterson (D-MN). Further, a number of bills seeking to enhance OTC derivatives regulation have already been introduced in Congress. For example, on the House side, Agriculture Committee Chairman Peterson introduced H.R. 977, which is pending before the House Financial Services Committee. Moreover, H.R. 2454 was introduced by Energy and Commerce Committee Chairman Henry Waxman (D-CA) and includes several provisions concerning OTC derivatives regulation. This legislation was approved by the House on June 26. In the Senate, Agriculture Committee Chairman Tom Harkin (D-IA) introduced S. 272, while other bills with provisions targeting derivatives have been introduced jointly by Senators Carl Levin (D-MI) and Susan Collins (R-ME) (S. 961) and by Senator Ben Nelson (D-NE) (S. 807).
In response to the Administration's proposed Derivatives Legislation, CFTC Chairman Gary Gensler wrote to Congressional leaders (as noted in this Bloomberg article) asking lawmakers to, among other things, not adopt exemptions for foreign currency swaps and end users that are not swap dealers or major market participants.
Among other recommendations, Gensler also suggests that Congress not move forward with the mixed swap provisions of the Administration's draft legislation, which provide for the dual SEC-CFTC regulation of swaps deriving value from both a security and a commodity. Rather, Gensler suggests a system where the applicable regulation follows what the value of the derivative is primarily based on. He also suggests Bankruptcy Code amendments to provide protections similar to those afforded in the futures markets.
11 | SEC Reopens the Comment Period for Amendments to Reg SHO
Back in April, the SEC proposed several alternative ways of addressing short sales, including either: (1) a market-wide approach; or (2) a security-specific circuit breaker approach. As we noted in the blog back then, it promised to be a monumental task for the Staff to reconcile the competing approaches and the many comments on the proposals in coming up with a final recommendation.
In mid-August, the SEC took the relatively unusual step of re-opening the comment period for the proposals, which had closed June 19th, for another 30 days from the date the re-opening release was published in the Federal Register. The SEC noted that it has received approximately 4,000 comment letters, as well as over 250 copies of four different standard letters, and a petition with 5,605 signatures. In reopening the comment period, the SEC has focused in particular on an alternative uptick rule, which would permit short selling at a price above the current national best bid. Comment was solicited on this alternative uptick rule in the initial proposing release, but it was not one of the proposals that was specifically advanced. In the new release, the SEC discusses the alternative uptick rule in greater detail and solicits specific comments regarding its potential application.
12 | FINRA Announces Amendments to Conflicts of Interest Rules
A few months ago, we blogged that the SEC had approved changes to NASD Rule 2720, which deals with underwriter conflicts of interest. In mid-August, FINRA issued Regulatory Notice 09-49, so the rules will now go into effect on September 14, 2009. The FINRA Regulatory Notice includes some clarifications of the rule. It should be noted for upcoming offerings that, in addition to the procedural safeguards contemplated in the amended rule, more prominent disclosure of conflicts of interest will be required in offering documents. In the Regulatory Notice, FINRA notes that, with respect to a takedown from a shelf registration statement that became effective prior to September 14, the disclosure requirements of the amended rule will apply to any post-effective amendment or prospectus supplement filed on or after September 14.
13 | Mailed: The July-August Issue of The Corporate Executive
The July-August 2009 issue of The Corporate Executive (along with a Special Supplement issue) is devoted to in-depth analysis and practical guidance on the SEC's proposed changes to the executive compensation disclosure rules. The issue includes:
- The SEC's Proposed Changes - And their Effects
- The Relationship of Compensation and Risk
- A Broader Scope to the CD&A (But Only When Material)
- Revisiting Equity Award Disclosure - Some Welcome Relief
- A Troublesome Result - And a Fix
- Compensation Consultant Disclosure: An Interim Step?
- Other Important Areas Where Comment is Solicited - And Our Comments
- Walk-Away Disclosure and Analysis - A Heads Up
- Are You Recognizing Too Much Expense for Your ESPP?
- Limits Reduce Employee Returns
- Accounting Considerations
- Proxy Disclosure Updates - Full Walkaway Model CD&A
- Treasury's Mark Iwry to Speak at 6th Annual Executive Compensation Conference
Subscribing to The Corporate Executive is now more important than ever, particularly given all of the changes contemplated with executive compensation and SEC disclosure requirements. In recognition of the need we are serving this year (and in view of the tight economic times), we are extending a special offer for new subscribers which will enable anyone to receive The Corporate Executive at no risk. If you sign up now for 2010, you can get the July-August 2009 issue on a complimentary basis and the rest of 2009 for free.
14 | Mailed: July-August Issue of The Corporate Counsel
The July-August issue of The Corporate Counsel includes pieces on:
- NSMIA's Rule 506 Pre-Emption Follow-Up--Risdall Reversal
- The Requirement to Include Late 8-K Information in Form 10-Q/K
- 8-K Item 5.02--When Does the Reference Year Change for Determining the High-Paid NEOs?
- S-K Item 401-- Identifying Executive Officers in the 10-K/Proxy Statement
- Exhibit Filing Items
- The Staff's Longstanding Prohibition on Selling Shareholder Registration of Shares Prior to Issuance-- Universal vs. Automatic Shelf Registration
- Federal Legislative Response to Boards Declining Tendered Resignations of Losing Nominees--Pre-Empt State-Law Holding Over?
- SEC's "IDEA"-- Not a Great Idea
- Ramifications of the New SEC and Treasury Proposals
Act Now: Get this issue on a complimentary basis when you try a "Rest of '09" for free when you try a 2010 no-risk trial today.
15 | Complimentary Copy: Summer Issue of Compensation Standards Print Newsletter
As the Summer 2009 issue of Compensation Standards provides timely analysis of all the regulatory reforms that have recently taken place, we have posted a complimentary copy of the issue so that you can get up-to-speed on the radical changes taking place in the executive pay area.
Free for Rest of '09: Since we know that times are still tough for many, we offer you the ability to be a member of CompensationStandards.com for free for the rest of this year when you try a 2010 no-risk trial. With all the change going on in the executive compensation area, you can't afford to be without the critical resources on that site (and the Compensation Standards print newsletter, which you get as a bonus for being a member of CompensationStandards.com).
16 | More on "The Mentor Blog"
We continue to post new items daily on our new 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:
- Some Thoughts on Board Leadership Disclosure
- Rights Offerings: How Does the "European" Model Stack Up?
- Very Candid Disclosure: From the Company that Brought You "Dead Frogs"
- Carbon Emission and Cap Disclosures: Likely to Come Soon
- Managing Your Law Department: Top Ten Thoughts
- List of Online Job Databases
- The Kiss of Death: "Best of..."
- Regulation FD: When Does Information Become "Public?"
17 | People: Who's Doing What and Where
At the SEC, Acting Chief Accountant James Kroeker has been named the Chief Accountant in the Office of Chief Accountant. Before tapped as the Acting Chief Accountant, James was the Deputy Chief Accountant.
Eric Spitler has joined the SEC as Counselor to the Chairman and Director of the Office of Legislative and Intergovernmental Affairs. Miami Regional Director David Nelson announced that he is leaving the SEC.
Former SEC Commissioner Paul Atkins was appointed to the Congressional Oversight Panel, which monitors the Troubled Asset Relief Program.
In Corp Fin,Ellie Bavaria has moved over to the Office of International Corporate Finance.
In the Delaware Chancery Court, Travis Laster has been nominated to fill VC Lamb's vacated spot on the court (the state's 21-member Senate must now approve the nomination, which is expected next month).
18 | TheCorporateCounsel.net Conference Calendar
19 | What's New on TheCorporateCounsel.net and sister sites
Among other new additions, during the last month we have:
- Held the webcast – "Ask the Experts: Modifications of Equity Awards" (8/27) for NASPP members
- Interviewed a number of experts for Inside Track on TheCorporateCounsel.net and DealLawyers.com, including:
- Posted the Obama Administration's Proposed OTC Derivatives Legislation
- Posted tons of law firm memos on:
Please let us know what you like - and don't like - so we can tailor TheCorporateCounsel.net to be more of a hands-on resource for you and your colleagues.
Because we view TheCorporateCounsel.net as a "community" site, let us know if you would like to contribute content to our site. E-mail comments, suggestions and other input to broc.romanek@thecorporatecounsel.net.
(c) 2009 Executive Press.
This email newsletter is provided for informational purposes only and does not constitute legal advice. Executive Press is not engaged in rendering legal or other professional services. Publication of this newsletter is not intended to create, and the information contained herein does not constitute, an attorney-client relationship. Do not act or rely upon the information and advice given in this publication without seeking the services of competent professional counsel. You may decline to receive further email solicitations from us by sending an email to info@thecorporatecounsel.net or contacting us at Executive Press, PO Box 21639, Concord, CA 94521-0639
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