A Few Odds and Ends from the Last Week or So

Commissioner Casey Announces Her Departure

On Friday Commissioner Casey officially announced her departure on from the Securities and Exchange Commission. While her five year term ended on June 5, 2011, Commissioners can stay in office for up to 18 months after their terms expire.

In May President Obama nominated Daniel Gallagher to replace Casey. Gallagher, whose nomination has not yet been confirmed, is a Republican and currently a Partner at Wilmer Hale. Formerly he was the Deputy Director of the Commission’s Division of Trading and Markets.

No word yet on where Casey is headed.

Coming Soon: Additional Reverse Merger Listing Requirements

On Thursday NYSE and Amex filed proposed rule changes to adopt additional listing requirements for companies applying to list following a reverse merger. Nasdaq also has a similar set of proposed rule changes pending.

Petition for Rulemaking on Political Spending

On Wednesday the Committee on Disclosure of Corporate Political Spending, a group of ten securities law professors, submitted a rulemaking petition requesting that the Commission develop rules requiring companies’ to disclose their corporate political spending.

(Download File)

The Burdensome Data Collection Relief Act

In March Representative Nan Hayworth et al. introduced the Burdensome Data Collection Relief Act to repeal Section 953(b) of the Dodd-Frank Act.

Section 953(b) requires the Commission to adopt rules regarding disclosure of the:

  • median of the annual total compensation of all of a company’s employees, except the chief executive officer;
  • annual total compensation of the chief executive officer; and
  • ratio of the median of the annual total compensation of all of a company’s employees to the annual total compensation of the chief executive officer.

Two weeks ago a group of attorneys and compensation consultants submitted a comment letter to the Commission expressing their support for repeal of Section 953(b), and, if not repealed, for the adoption of fair and reasonable interpretations of its requirements.

Among other things, the letter highlights the difficulties of integrating multiple payroll systems, especially in an organization with a global workforce, and questions the utility of information regarding foreign employee compensation, which varies considerably from average U.S. employee compensation.

The letter also argues for flexibility in the disclosure requirements, including allowing a company the option of reporting the ratio of its chief executive officer’s annual total compensation to that of the annual total compensation of a private nonfarm worker, which was $40,929.20 according to the Bureau of Labor Statistics’ April 2011 numbers.

(Download File)


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