In October 2009, the Securities and Exchange Commission proposed rules requiring disclosure of credit ratings used by registrants in connection with registered offerings of securities. See Release Nos. 33-9070; 34-60797; IC-28942, available at http://www.sec.gov/rules/proposed/2009/33-9070.pdf.
On October 14, 2009, the US Securities and Exchange Commission proposed amendments to its rules requiring Internet availability of proxy materials, often referred to as the e-proxy rules, and provided guidance concerning certain requirements under the present rules. The e-proxy rules give issuers and other soliciting persons the option to provide proxy materials to shareholders under a notice and access option, where shareholders receive a notice that proxy materials are available on the Internet (with printed copies delivered only upon request), or under a full set delivery option, where shareholders are mailed the complete set of proxy materials.
The US Securities and Exchange Commission recently brought a Regulation FD enforcement proceeding against Christopher A. Black, the former chief financial
officer, and designated investor relations contact, of American Commercial Lines, Inc. (ACL), alleging that Mr. Black violated the SEC’s rules prohibiting selective
disclosure. In settlement of the proceeding, Mr. Black, without admitting or denying the SEC’s allegations, agreed to pay a $25,000 penalty and consented to an order directing him to cease and desist from violating Regulation FD and Section 13(a) of the Securities Exchange Act of 1934. See the SEC’s order 34-60715 (the “Order”), dated September 24, 2009, available at http://www.sec.gov/litigation/admin/2009/34-60715.pdf.
In June, the US Securities and Exchange Commission issued proposed rules to give shareholders direct access to company proxy statements to nominate candidates for director in certain circumstances, Release Nos. 33-9046; 34-60089. The comment period for the proxy access proposal has closed, with over 500 comments submitted.
On August 26, 2009, the New York Stock Exchange (NYSE) submitted for Securities and Exchange Commission (SEC) approval proposed changes to the NYSE’s corporate governance listing rules. While the NYSE intends for these amendments to become effective on January 1, 2010, the SEC has not yet issued this proposal for comment.
The US Securities and Exchange Commission has issued proposed rule changes that would require changes in executive compensation and corporate governance disclosures as well as more timely reporting of shareholder meeting results. The proposed changes would also clarify a number of issues with respect to the proxy soliciting process. Because the SEC has stated that it anticipates that the proposed amendments, if adopted, will be effective for the upcoming 2010 proxy season, it is very important that public companies begin considering how they would implement the changes. Comments to the SEC on this proposal are due by September 15, 2009.
On June 10, 2009, the US Securities and Exchange Commission issued its proposed rules on facilitating shareholder director nominations. As proposed, if certain conditions are met, a company would be required to include in its proxy statement shareholder nominations for director (but not if the shareholder is seeking to change control of the board of directors).
On June 29, 2009, California Governor Arnold Schwarzenegger signed a new California law regarding electronic discovery that will affect most litigants in state court. A copy of the Electronic Discovery Act (the “Act”) is available at State of California’s Legislative Counsel’s website.
On July 1, 2009, the US Securities and Exchange Commission approved the New York Stock Exchange’s amendment to Rule 452, eliminating the ability of brokers to vote in their discretion with respect to elections of directors.
Rule 452, titled “Giving Proxies by Member Organizations,” allows brokers to vote on “routine” proposals if the beneficial owner of the stock has not provided specific voting instructions to the broker at least 10 days before a scheduled meeting.
On April 30, 2009, the US Securities and Exchange Commission announced a substantial increase in the filing fees paid by registrants and a substantial decrease in the transaction fees paid in connection with purchases or sales of securities on stock exchanges. The SEC is required to adjust these fee rates annually pursuant to the Investor and Capital Markets Fee Relief Act.
The US Securities and Exchange Commission has published its final rules on “Interactive Data to Improve Financial Reporting.” These rules require companies to provide their financial statements in interactive data format using the eXtensible Business Reporting Language in specified filings with the SEC, as well as on their corporate web sites.
2 January 2009 - On December 31, 2008, the US Securities and Exchange Commission announced that it approved the proposed revisions to oil and gas reserves reporting requirements. These new disclosure rules completely overhaul the existing reporting requirements and mark the first revisions to Rule 4-10 and Regulation S-X since the adoption of the original reporting requirements more than a quarter century ago.
18 December 2008 - As 2008 comes to a close, public companies with calendar year-ends should be planning their proxy statements and annual reports on Form 10-K. Set forth below are some issues to keep in mind when preparing these annual disclosures.
December 2008 - In January 2008, the Financial Services Authority (the “FSA”) published a discussion paper reviewing the structure of the UK listing regime. The paper considered, in
particular, ways to re-label the primary and secondary listing segments to help market participants understand better the obligations on issuers of the various types of listed securities.
December 2008 - Rights issues have been under the spotlight recently. With debt financing becoming increasingly difficult to obtain, rights issues offer issuers an alternative fundraising method. Throughout the year a number of issuers, most notably in the financial sector, have looked to their shareholders for additional equity capital.
20 October 2008 - As public companies prepare to file their upcoming quarterly reports with the Securities and Exchange Commission (or annual reports for companies that have a September 30 year end), careful consideration needs to be given to disclosing the impact on performance and prospects of the enormous changes affecting the economy as a result of the precipitous stock market decline, credit crunch, failures of financial institutions and government bail-out plans.
16 October 2008 - On October 14, 2008, the US Securities and Exchange Commission (SEC) issued three formal rulemaking orders effectively extending the “naked short selling” rules implemented under an emergency order issued on September 17, 2008 (the “September Emergency Order”).
15 October 2008 - On September 19, 2008, the U.S. Securities and Exchange Commission (the “SEC”) issued its final release, Release Nos. 33-8957; 34-58597, on rule changes aimed at expanding and improving the utility of the SEC’s cross-border exemptions for international business combination and rights offerings transactions along with related interpretive guidance (the “Cross-Border Release”).
14 October 2008 - On October 8, 2008, the US Securities and Exchange Commission (SEC) held a roundtable discussion exploring concepts for a new financial disclosure system as part of its 21st Century Disclosure Initiative, the Commission’s most recent effort to modernize its disclosure system.
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