2010 rr donnelley sec hot topics sec update: current issues presenters: douglas besch james moloney...
TRANSCRIPT
2010 RR Donnelley SEC Hot Topics
SEC Update: Current Issues
Presenters:
Douglas Besch
James Moloney
Diana Tani
22010 RR Donnelley SEC Hot Topics
Recent Developments in Enforcement
Creation of Office of Market Intelligence
Specialized units within the Division
Issues
32010 RR Donnelley SEC Hot Topics
Creation of Office of Market Intelligence
Dodd-Frank Act whistleblower provision – change away from ITSFEA bounty program to address wider range of conduct; also impose formal tracking of such complaints
SEC handling of tips, complaints, and referrals – how review is now centralized, matters triaged and assigned, high level risk analysis
42010 RR Donnelley SEC Hot Topics
Specialized Units Within the Division
Municipal Securities and Public Pensions
Asset Management
Structured Securities and New Products
Foreign Corrupt Practices Act
Market Abuse
52010 RR Donnelley SEC Hot Topics
Current Issues
In disclosure area: MD&A and executive compensation
Financial reporting and internal controls
In Southern California region – unregistered securities offerings and regulated entity violations continue to represent steady number of cases
62010 RR Donnelley SEC Hot Topics
Frequently Issued Corp Fin Comments
Executive Compensation Matters
• Compensation Policies and Related Risks
• CD&A
• Performance Targets
• Benchmarking / Peer Groups
72010 RR Donnelley SEC Hot Topics
Frequently Issued Corp Fin Comments
Corporate Governance
• Board's role in risk oversight
• Director Independence
• Executive Conflict of Interest / Comp Consultants
82010 RR Donnelley SEC Hot Topics
Frequently Issued Corp Fin Comments
MD&A
• Fair Value
• Level 2 and 3 Measurements
Off-Balance-Sheet Arrangements
Debt vs. Equity Classification
• EITF 00-19
• ASC 815
92010 RR Donnelley SEC Hot Topics
Frequently Issued Corp Fin Comments
Material Contracts
• attachments / annexes
Use of Experts / Consents
Certifications
• 302 / 906
102010 RR Donnelley SEC Hot Topics
Frequently Issued Corp Fin Comments
Mergers / Tender Offers
• PSLRA safe harbor
• Lock-Ups
Going Private Transactions
• Fairness Opinions / Reports / Board Books
• 13e-3 Filing Persons
• Factors Considered
Proxy Contests
• Participant Info / Rule 14a-12
• Share Ownership / Arrangements
112010 RR Donnelley SEC Hot Topics
Division of Corporation Finance Comments
Common across industries
Industry-specific
Suggestions for managing the process
122010 RR Donnelley SEC Hot Topics
Division of Corporation Finance Comments – Common Across Industries
Goodwill
MD&A
Controls
Error corrections
Pensions
Auditor’s Report
132010 RR Donnelley SEC Hot Topics
Division of Corporation Finance Comments – Industry-Specific
Consumer Products and Technology
Financial Services
Pharmaceuticals and Life Sciences
Construction
142010 RR Donnelley SEC Hot Topics
Division of Corporation Finance Comments – Suggestions for Managing the Process
Understand the process
Contemporaneous documentation
Respond directly and cite literature
Open dialogue