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May 2007

Published by RR Donnelley
Editorial Content by LegalWorks
Blake A. Bell, Editor in Chief

In This Issue:

SEC I: Commission Adopts Final Rules to Implement Credit Rating Agency Reform Act of 2006

On September 29, 2006 , the Credit Rating Agency Reform Act of 2006, Pub. Law No. 109-291 was enacted. It provided, among other things, authority for the SEC to implement registration, recordkeeping, financial reporting and oversight rules regarding credit rating agencies.

During its busy May 23 open meeting, the Commission adopted final rules implementing the Credit Rating Agency Reform Act. Although the Commission has not released the final text of the rules as of this writing, according to its announcement of the approval, the rules provide as follows:

  • Rule 17g-1 requires registration of credit rating agencies with the Commission and, once registered with SEC approval, to maintain updated information with the Commission and to file an annual certification on new Form NRSRO. That form will include information such as the classes of credit ratings for which the agency is applying to be registered; credit ratings performance measurement statistics; a general description of its procedures and methodologies for determining credit ratings; organizational structure; procedures to prevent the misuse of material nonpublic information; conflicts of interest; procedures to address and manage conflicts of interest; a description of the minimum qualifications of its credit analysts and credit analyst supervisors; and information regarding the designated compliance officer. The credit rating agency also will be required to provide certifications from qualified institutional buyers; a list of its largest customers; audited financial statements; and certain summary financial information.
  • Rule 17g-2 will require agencies to make and retain certain records relating to its business as a credit rating agency and will prescribe the time periods and manner in which the records must be maintained.
  • Rule 17g-3 will require agencies to provide the Commission, on a confidential basis, with certain annual financial reports including audited financial statements. The rule also will require agencies to furnish certain separate unaudited financial reports.
  • Rule 17g-4 will require agencies to maintain written policies and procedures reasonably designed to prevent: "(1) the inappropriate dissemination within and outside the NRSRO of material nonpublic information obtained in connection with the performance of credit rating services; (2) a person within the NRSRO from purchasing, selling, or otherwise benefiting from any transaction in securities or money market instruments when the person is in possession of material nonpublic information obtained in connection with the performance of credit rating services that affects the securities or money market instruments; and (3) the inappropriate dissemination within and outside the NRSRO of a pending credit rating action before issuing the credit rating."
  • Rule 17g-5 requires agencies to disclose and manage conflicts of interest that arise in the normal course of engaging in the business of issuing credit ratings.
  • Rule 17g-6 prohibits agencies from engaging in certain unfair, coercive, or abusive practices such as threatening to issue a credit rating that is not determined in accordance with the agency's established procedures and methodologies for determining credit ratings, based on whether the rated person will purchase or purchases another product of the agency.


SEC II: SEC Votes To Adopt Interpretive Guidance for Obligations to Assess Internal Control Over Financial Reporting Under SOX Section 404

During its May 23 open meeting, the U.S. Securities an Exchange Commission voted to adopt new guidance for compliance with management's obligations to assess internal control over financial accounting under Section 404 of Sarbanes-Oxley. In a related development ( see PCAOB I below), the Public Company Accounting Oversight Board released its Auditing Standard No. 5 (AS5) the following day to be applied by auditors providing attestation under Section 404. The PCAOB's new AS5 will supersede the much maligned AS2 that many claim has been responsible for excessive costs of complying with Sarbanes-Oxley Section 404.

The guidance, according to Chairman Cox, is intended to provide flexibility in the applicable standards so as to "right size" the evaluation and assessment efforts of management. Thus, according to Cox, it does not appear that there will be any additional postponement of the implementation dates under Sarbanes-Oxley Section 404 for smaller public companies. Calendar-year-reporting companies will be required to assess and to report on internal controls beginning in 2008 with their annual reports for 2007.

Compliance with the guidance is deemed "voluntary". However, the Commission unanimously approved rule amendments providing that companies that follow the guidance will be deemed to satisfy annual evaluation requirements under Exchange Act Rules 13a-15 and 15d-15 as well as those under Sarbanes-Oxley Section 404.

The Commission also approved a number of rule amendments including the following:

  • Amendments to specify that "material weakness" as "a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis"; and
  • Amendments to make clear that auditors do not evaluate management's assessment process but, rather, opine on internal control over financial reporting.


SEC III: SEC Proposes Six Measures To Modernize Small Company Capital-Raising and Disclosure Requirements

During the same May 23 open meeting, the SEC proposed six measures "to modernize and improve its capital raising and reporting requirements for smaller companies". The measures, as described by the Commission, are as follows:

  • A new system of securities regulation for smaller public companies that would make scaled regulation available to a much larger group of smaller public companies;
  • Modified eligibility requirements so companies with a public float below $75 million can take advantage of the benefits of shelf registration;
  • A new exemption from Securities Act registration requirements for sales of securities to a newly defined category of “qualified purchasers” in which limited advertising would be permitted;
  • Shortened holding periods under Securities Act Rule 144 for restricted securities to reduce the cost of capital and to increase access to capital;
  • New exemptions for compensatory employee stock options so Exchange Act registration requirements would not be triggered solely by a company's compensation decisions; and
  • Electronic filing of the form filed by companies making private or limited offerings to ease burdens for filers and make the information filed more readily available.


SEC IV: SEC Roundtable Season - Proxy Process, Proxy Voting Mechanics, Shareholder Proposals and More

The Commission conducted three well-received roundtable discussions regarding the proxy process during the month of May. The first was held on May 7. Panels during that roundtable addressed: the federal roll in upholding shareholders' state law rights; the purpose and effect of the federal proxy rules; non-binding proposals under the proxy rules; binding proposals under the proxy rules.

During the May 24 roundtable, the panelists addressed a number of issues including: share ownership and voting; broker proxy voting; and shareholder communications. The following day, several panels addressed issues including: state law rights of shareholders; communications between shareholders and the company; and the relationship between state law rights and the federal proxy rules.

The Commission has created a Spotlight page on its Web site dedicated to the proxy process roundtables. As of this writing, the unofficial transcripts and the for the May 24 and May 25 roundtables and the Webcast archive for the May 25 roundtable are not yet available, but should be shortly.

The Commission also held the " SEC Chairmen Roundtable" on May 23. Five former chairmen of the Commission addressed a host of issues on current topics being addressed by the Commission. Chairman Christopher Cox chaired the roundtable consisting of William H. Donaldson, Roderick M. Hills, Arthur Levitt, Harvey L. Pitt and David S. Ruder.

Additionally, on May 24 the Commission announced that it will host a roundtable on June 12 on the topic of selective mutual recognition. According to its announcement, such selective mutual recognition "would involve the SEC permitting certain types of foreign financial intermediaries to provide services to U.S. investors under an abbreviated registration system, provided those entities are supervised in a foreign jurisdiction under a securities regulatory scheme substantially comparable (but not necessarily identical) to that in the United States . Panels will be designed to reflect the views of investors, exchanges and broker-dealers.



SEC V: SEC Settles Charges for "Misleading Disclosures Arising Out of Company's Boardroom Leak Investigation"

On May 23 the Commission filed settled administrative charges against Hewlett-Packard Company. According to the SEC , the company "failed to disclose the reasons for a director's abrupt resignation in the midst of HP's controversial investigation into boardroom leaks".

As described in the Commission's order, in early 2006 HP initiated an investigation into leaks of confidential information about HP Board meetings to the press. By April, HP investigators concluded one of HP's directors was responsible, and the company's Chairman and several senior executives decided to present the findings to the Board. The Commission said that:

"[d]uring the course of a lengthy and heated Board meeting on May 18, 2006 , the Board voted to ask the director to resign. According to the Commission, fellow Board member Thomas Perkins (who was not the director asked to resign) voiced strong objections to the manner in which the leak investigation findings were presented to the Board and to the decision to ask the director to resign. For these reasons, Perkins resigned from the Board and left the meeting."

Companies are required to make a public filing to disclose the circumstances of such disagreements if a director resigns because of a disagreement with the company on any matter relating to its operations, policies or practices. The Commission alleged that HP did not make the mandated disclosures but, instead, reported only the fact that Mr. Perkins had stepped down. The Commission found Mr. Perkins' disagreement related to HP's corporate governance and HP's policies regarding the handling of sensitive information, and therefore was a disagreement related to HP's operations, policies or practices which was required to be disclosed.

The Commission's Administrative Order charges HP with violating the public reporting requirements of the Securities Exchange Act of 1934. HP consented to the order providing that it cease and desist from committing or causing violations of these provisions, without admitting or denying the Commission's findings.



SEC VI: Division of Investment Management Issues FAQ Guidance Regarding Disclosure of Fund of Funds Expenses

On May 23, 2007 , the staff of the Commission's Division of Investment Management released FAQs addressing many of the questions received by the Commission. The FAQs refer to Item 3 of Form N-1A but, as noted by the Commission, "apply equally to similar items in Forms N-2 and N-3".

The guidance contains eight questions with the Staff's answers. The guidance addresses issues including: (1) whether certain structured finance vehicles such as collateralized debt obligations may rely on sections 3(c)(1) or (7) of the Investment Company Act to avoid including expenses on an acquiring fund's fee table; (2) whether an acquiring fund must include it its calculation of AFFE expenses that the acquired fund incurred through its investment in other investment companies; (3) whether feeder funds are required to include the AFFE in their prospectus fee tables; (4) the meaning of the phrase "most recent" shareholder report contained in Instruction 3(f)(iv) to Item 3 of Form N-1A; (5) whether weekend days should be included in calculation of the "daily expense ratio" and "number of days invested in an Acquired Fund" components of the AFFE; (6) whether monthly measurements required by instruction 3(f)(v) to Item 3 of Form N-1A are based on the market value of the investment in the Acquired Fund; (7) whether, when an Acquiring Fund lends portfolio securities and invests the cash collateral received in cash sweep vehicles that meet the definition of "Acquired Fund", the Acquiring Fund must include the fees and expenses associated with the investment of the cash collateral in the calculation of AFFE; and (8) whether an Acquiring Fund must include expenses associated with debt in the AFFE when the Acquiring Fund's investment in an Acquired Fund is a debt rather than equity interest.



PCAOB I: PCAOB Approves New Audit Standard for Internal Control Over Financial Reporting

On May 24, the Public Company Accounting Oversight Board released its Auditing Standard No. 5 (AS5) to be applied by auditors providing attestation under Section 404. The PCAOB's new AS5 will supersede the much maligned AS2 that many claim has been responsible for excessive costs of complying with Sarbanes-Oxley Section 404. The Board also adopted the related Rule 3525, Audit Committee Pre-Approval of Non-Audit Services Related to Internal Control Over Financial Reporting, and conforming amendments to certain of the Board's other auditing standards. According to the statement released by the Board following its meeting:

"The auditing standard adopted by the Board today is principles-based. It is designed to increase the likelihood that material weaknesses in internal control will be found before they result in material misstatement of a company's financial statements, and, at the same time, eliminate procedures that are unnecessary. The final standard also focuses the auditor on the procedures necessary to perform a high quality audit that is tailored to the company's facts and circumstances. The Board worked closely with the Securities and Exchange Commission to coordinate Auditing Standard No. 5 with the guidance to public company management the SEC approved yesterday [ see above, SEC II]."

According to the PCAOB, the new standard is intended to achieve four principal objectives. They are:

  1. Focus the Internal Control Audit on the Most Important Matters – The new standard focuses auditors on those areas that present the greatest risk that a company's internal control will fail to prevent or detect a material misstatement in the financial statements. It does so by incorporating certain best practices designed to focus the scope of the audit on identifying material weaknesses in internal control, before they result in material misstatements of financial statements, such as using a top-down approach to planning the audit. It also emphasizes the importance of auditing higher risk areas, such as the financial statement close process and controls designed to prevent fraud by management. At the same time, it provides auditors a range of alternatives for addressing lower risk areas, such as by more clearly demonstrating how to calibrate the nature, timing and extent of testing based on risk, as well as how to incorporate knowledge accumulated in previous years' audits into the auditors' assessment of risk and use the work performed by companies' own personnel, when appropriate.
  2. Eliminate Procedures that Are Unnecessary to Achieve the Intended Benefits – The Board examined every area of the internal control audit to determine whether the previous standard encouraged auditors to perform procedures that are not necessary to achieve the intended benefits of the audit. As a result, among other things, the new standard does not include the previous standard's detailed requirements to evaluate management's own evaluation process and clarifies that an internal control audit does not require an opinion on the adequacy of management's process. As another example, the new standard refocuses the multi-location direction on risk rather than coverage by removing the requirement that auditors test a "large portion” of the company's operations or financial position.
  3. Make the Audit Clearly Scalable to Fit the Size and the Complexity of Any Company – In coordination with the Board's ongoing project to develop guidance for auditors of smaller, less complex companies, the new standard explains how to tailor internal control audits to fit the size and complexity of the company being audited. The new standard does so by including notes throughout the standard on how to apply the principles in the standard to smaller, less complex companies, and by including a discussion of the relevant attributes of smaller, less complex companies as well as less complex units of larger companies. The upcoming guidance for auditors of smaller companies will develop these themes even further.
  4. Simplify the Text of the Standard – The Board's new standard is shorter and easier to read. This is in part because it uses simpler terms to describe procedures and definitions. It is also because the standard has been streamlined and reorganized to begin with the audit itself, to move definitions and other background information to appendices, and to avoid duplication by cross-referencing to existing concepts and requirements that appear elsewhere in the Board's standards and relevant laws and SEC rules. For example, the new standard eliminates the previous standard's discussion of materiality, thus clarifying that the auditor's evaluation of materiality for purposes of an internal control audit is based on the same long-standing principles applicable to financial statement audits. Also, in order to better coordinate the final standard and the SEC 's new rules and management guidance, the new standard conforms certain terms to the SEC 's rules and guidance, such as the definition of “material weakness” and use of the term “entity-level controls” instead of “company-level controls.”


Treasury I: Secretary of Treasury Proposes Panel to Strengthen Auditing Practices to Ensure Competitiveness of U.S. Capital Markets

U.S. Department of the Treasury, Paulson Announces First Stage of Capital Markets Action Plan (May 17, 2007).

On May 17, Treasury Secretary Henry M. Paulson, Jr. introduced a series of proposals intended to make the nation's capital markets more competitive by strengthening financial reporting and auditing procedures. The action plan arises from a broad perception that American capital markets are losing ground to their foreign counterparts.

Former SEC officials Arthur Levitt, Jr. and Donald T. Nicolaisen will serve as co-chairs of a group that will consider, among other things, ways to strengthen the auditing industry and ensure the ability of that industry to attract and retain qualified staff. According to Secretary Paulson's announcement, the initiatives will include the following:

  • Charter a non-partisan committee to develop recommendations to consider options available to strengthen the industry's financial soundness and its ability to attract and retain qualified personnel;
  • Provide investors with a more transparent and sustainable auditing system;
  • Commission a rigorous analysis of the factors driving financial restatements and their impact on investors and the capital markets. Results of the analysis will be made public upon completion;
  • Bring better transparency to the more than 2000 individual pronouncements issued by various regulatory bodies each year relating to U.S. Generally Accepted Accounting Principles; and
  • Streamline accounting requirements to encourage international companies to list on U.S. Exchanges and to increase investor opportunities including an initiative to support the SEC 's action to eliminate the U.S. GAAP reconciliation requirement by 2009 of International Financial Reporting Standards reporting companies and the continued convergence of U.S. GAAP and IFRS


PRACTICAL GUIDANCE: Courtesy of RealCorporateLawyer.com

RealCorporateLawyer.com provides its readers with free access to a very large collection of law firm memoranda providing practical guidance on current hot topics. Readers are encouraged to visit the frequently-updated "Emerging Legal Issues" area of the home page for such current memoranda, as well as the Expert Analysis: SEC Reform Portal section containing hundreds of other such memoranda. Recent additions include:

Also, don't forget that RR Donnelley's highly acclaimed Executive Compensation Handbook has been newly-revised and reflects the Commission's executive compensation rules announced on December 22, 2006. Additionally, a copy of the Presentation given during the RR Donnelley Executive Compensation Webcast on January 25, 2007 is available for free download by clicking here .



COMINGS AND GOINGS: Who's Doing and Saying What and Where?

On May 20, the American Institute of Certified Public Accountants announced that Dan S. Deines , the Ralph Crouch KPMG Chair in Accounting at Kansas State University , is the AICPA's 2007 recipient of the Distinguished Achievement in Accounting Education Award. See AICPA, Dan S. Deines Earns 2007 AICPA Distinguished Achievement in Accounting Education Award (May 20, 2007).

The same day, the AICPA announced the recipients of its 2006 Public Service Award. Robert F. Kevane of La Mesa , California received the individual recognition award. Mountjoy & Bressler, LLP of Louisville , Kentucky received the firm recognition award. Doyle Williams, Chair of the AICPA Awards Committee, presented both awards. See AICPA, AICPA Names Recipients of 2006 Public Service Award (May 20, 2007).

On May 15, the SEC 's Regional Director in Los Angeles , Randall R. Lee , announced that he will leave the Commission at the end of June. He was appointed as head of the Regional Office in December, 2001. Mr. Lee indicated that he "plans to explore opportunities in the private sector". See U.S. Securities and Exchange Commission, Randall Lee, SEC Regional Director in Los Angeles, to Leave the Commission , News Release 2007-96 (May 15, 2007).

Also on May 15 the Public Company Accounting Oversight Board announced that it has selected Martin F. Baumann as Director of its Office of Research and Analysis. Mr. Baumann will succeed Phil D. Wedermeyer who is leaving the PCAOB. See Public Company Accounting Oversight Board, Martin Baumann to Succeed Phil Wedemeyer as the Director of Research and Analysis (May 15, 2007).

The PCAOB also announced on May 14 that Mary Moore Hamrick has been named Director of its newly-established Office of External Relations where she will head the Board's communications program. See Public Company Accounting Oversight Board, Mary Moore Hamrick Leads PCAOB External Relations (May 14, 2007).

The Commission announced on May 10 that it has selected Stephen Brown , William R. Kinney, Jr. , and K. Ramesh as Academic Accounting Fellows for one-year terms beginning this summer. Mr. Brown is an Assistant Professor at Emory University 's Goizueta Business School in Atlanta . Mr. Kinney holds the Charles and Elizabeth Prothro Regents Chair in Business and the PricewaterhouseCoopers Auditing Fellowship at The University of Texas at Austin . Mr. Ramesh is a Professor in the Department of Accounting and Information Systems and a Plante & Moran Faculty Fellow at Michigan State University . See U.S. Securities and Exchange Commission, Office of the Chief Accountant Names Academic Fellows, News Release 2007-92 (May 10, 2007).

On May 7, SEC Chairman Christopher Cox announced the appointment of Katherine Addleman as the Regional Director of the Atlanta Regional Office. She currently is the Associate Regional Director for Enforcement in the Fort Worth Regional Office and will assume her new position in June. See U.S. Securities and Exchange Commission, Katherin Addleman Named Regional Director of SEC's Atlanta Regional Office, News Release 2007-90 (May 7, 2007).

The NASD announced on May 3 that its Board of Governors has elected M. LaRae Bakerink , CEO of WBB Securities, LLC, to its small firm board seat. She replaces William C. Alsover who resigned on April 18. See NASD, LaRae Bakerink Appointed Small Firms Representative on NASD Board of Governors (May 3, 2007). See also NASD, William C. Alsover, Jr. Resigns from NASD Board of Governors, Will Continue to Serve Small Firms in Consulting Capacity (Apr. 26, 2007).

The Commission announced on May 2 that Helene Glotzer , its Associate Regional Director and Co-Head of Enforcement for its New York Regional Office, is leaving the Commission to join Bridgewater Associates, Inc. as Corporate Counsel and Deputy Chief Compliance Officer. See U.S. Securities and Exchange Commission, Helene Glotzer, Associate Regional Director and Co-Head of Enforcement for SEC's New York Regional Office, to Leave Commission , News Release 2007-83 (May 2, 2007).

A. Duer Meehan was named by the Commission on May 2 to serve as Associate Director in OCIE's Office of Market Oversight. Mr. Meehan has been serving as Assistant Director in OCIE's Office of Broker-Dealer Examinations. See U.S. Securities and Exchange Commission, A. Duer Meehan Named Associate Director in OCIE's Office of Market Oversight , News Release 2007-82 (May 2, 2007).

The Commission further announced on April 27 that Lori Schock , Acting Director of the Office of Investor Education and Assistance, has left the agency. She accepted a position as Director of Outreach with the Center for Audit Quality in Washington , D.C. See U.S. Securities and Exchange Commission, Lori Schock, Acting Director of Office of Investor Education and Assistance, to Leave SEC, News Release 2007-78 (Apr. 27, 2007).

On April 26, the Financial Accounting Foundation announced that its Board of Trustees has appointed Girard Miller and Jan I. Sylvis to five-year-terms as members of the Governmental Accounting Standards Board beginning July 1. Mr. Miller previously served as president of Janus Funds and Chief Operating Officer of Janus Capital Group. Ms. Sylvis currently is chief of accounts for Tennessee 's Department of Finance & Administration where she functions as state controller. See Financial Accounting Standards Board, Financial Accounting Foundation Appoints Girard Miller and Jan I. Sylvis to Governmental Accounting Standards Board (Apr. 26, 2007).

What Are the Commissioners and Commission Staffers Saying?

SEC Chairman Christopher Cox deliverd an " Address to the Investment Company Institute's 2007 General Membership Meeting " in Washington , D.C. on May 10. The same day, SEC Commissioner Paul S. Atkins delivered " Remarks Before the Financial Services Roundtable Lawyers Council 2007 Spring Meeting " also in Washington , D.C. Chairman Cox delivered an " Address to the Security Traders Association 11th Annual Washington Conference " on May 9. On May 8, Commissioner Atkins gave " Remarks Before the Asian Pacific American Heritage Month Program ". Chairman Cox also delivered " Remarks Before the SEC's Roundtable on the Federal Proxy Rules and State Corporation Law " on May 7. SEC Commissioner Annette L. Nazareth delivered " Remarks Before the ABA Section of International Law " on May 4. On April 30, Commissioner Atkins delivered " Remarks Before the 34th Annual SIFMA Operations Conference ". Commissioner Nazareth gave " Remarks Before the Brown Spring Forum: Economics, Entrepreneurship & Technology " on April 28.

Commission Staffers also had a busy month of speaking engagements. Andrew J. Donohue , Director of the Division of Investment Management, delivered " Remarks Before the 4th Annual Hedge Funds and Alternative Investments Conference " on May 23. On May 23, John W. White , Director of the Division of Corporation Finance, spoke at the Commission's open meeting regarding the " SEC's Proposed Interpretive Guidance to Management for Section 404 of Sarbanes-Oxley Act ". The Commission's Chief Accountant, Conrad Hewitt , spoke at the same meeting regarding the same " Proposed Interpretive Guidance to Management for Section 404 of Sarbanes-Oxley Act ". Zoe-Vonna Palmrose , Deputy Chief Accountant, also spoke at the open meeting regarding the same " Proposed Interpretive Guidance to Management for Section 404 of Sarbanes-Oxley Act ". Kevin O'Neill , Anthony Barone and Katherine Hsu , Special Counsels in the Commission's Division of Corporation Finance, delivered a " Statement of the Division of Corporation Finance " at the same open meeting on May 23. Linda Chatman Thomsen , Director of the Division of Enforcement, delivered " Remarks Before the 27th Annual Ray Garrett, Jr. Corporate and Securities Law Institute 2007 " on May 4. John W. White spoke on May 3 regarding " Keeping the Promises of Leadership and Teamwork - The 2007 Proxy Season and Executive Compensation Disclosures ". The same day, Conrad Hewitt delivered " Remarks at Baruch College " regarding a host of current issues facing the Commission. John W. White spoke yet again on May 2 regarding " Corporation Finance and the Foreign Private Issuer Community in 2007 ". Elizabeth K. King , Associate Director of the Division of Market Regulation, delivered " Remarks Before the 2007 Options Industry Conference " on April 27. Chester S. Spatt , the Commission's Chief Economist and Director of its Office of Economic Analysis, spoke at Rutgers University on April 20 regarding " Shareholder Voting and Corporate Governance: Economic Perspectives ".



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