Today we continue our bi-weekly installment shining a light on the best of the corporate and securities blogosphere. Highlights include the legacy of Mary Schapiro, company hedging, trouble in China and more. If there are any corporate or securities blogs you think should be highlighted by our Top 5, please comment on this post and we’ll check them out!
1) The Race to the Bottom: Chairman Schapiro, the JOBS Act and the Legacy of Notice and Comment - In this post, J. Robert Brown examines the decision by the Commission to abandon a plan to implement a provision in the JOBS Act through an interim final rule, a move that would have avoided the legal requirement of notice and comment. Brown dispatches with some of the public criticism of what led to this decision and comes to the conclusion that Schapiro and the Commission used the correct process after all.
2) ON Securities: ISS Weighs In On Public Company Hedging and Pledging Activities - Over the past few years, there has been an increasing focus on public company insider hedging and pledging activities with institutional shareholders and proxy advisory firms have been pressuring public companies to disclose their policies on hedging and pledging. Despite a Dodd-Frank mandate, the SEC has yet to act in this area. In this post, Alan Gilbert explains how ISS has taken matters into its own hands.
3) The Conglomerate: The SEC Shoots The Accounting Village In China, But The Real Target Is The Chinese Government - The SEC has launched administrative proceedings against a number of accounting firms in China “for refusing to produce audit work papers and other documents related to China-based companies under investigation by the SEC for potential accounting fraud against U.S. investors.” The problem, according to David Zaring, is that these firms could be breaking Chinese law by turning over the information. He contends that this is an issue between the Chinese government and the SEC.
4) The D&O Diary: Are the New Wave Say-on-Pay Lawsuits “Gaining Steam”? - A new wave of executive comp suits, in which the plaintiffs seek to enjoin upcoming shareholder votes on compensation or employee share plans on the grounds of inadequate or insufficient disclosure, have resulted in some success – at least for the plaintiffs’ lawyers involved. In this post, Kevin LaCroix examines this new trend which could be bad news for public companies.
5) SEC Actions: SEC Chairman Schapiro Resigns, Leaving a Legacy of Achievement - On November 26th, Mary Schapiro announced her long-rumored resignation from the Commission after serving as Chairman through one of the most tumultuous times in the agency’s history. In this post, Tom Gorman takes us through Schapiro’s critical achievements over the past four years.