Securities Regulation

​On December 20, 2011, the US Chamber of Commerce published a report entitled “U.S. Securities and Exchange Commission:  A Roadmap for Transformational Reform.”  The 135-page report, authored by former SEC Secretary Jonathan Katz, was commissioned and released in response to what the Chamber referred to as a need for a “comprehensive transformation of the SEC,” and addresses the SEC’s leadership, management, organization, and enforcement and rulemaking processes, among other matters.   This is not the first time the Chamber has proposed reforms of the Commission.  In 2009, the Chamber released its first such report, entitled “Examining the Efficiency and Effectiveness of the U.S. Securities and Exchange Commission.”  The Chamber now describes that report as calling only for “incremental change”, and notes in its 2011 report that “incremental change will no longer do.” The Chamber’s 2011 report can be accessed at http://www.uschamber.com/sites/default/files/reports/16967_SECReport_FullReport_final.pdf.

Last Thursday the staff of the Securities and Exchange Commission announced [http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm] that filing review correspondence with the Divisions of Corporation Finance and Investment Management now will be made public earlier. Currently, these Divisions release through EDGAR their comment letters related to disclosure filings that they have reviewed and the response letters “no earlier than 45 days after the review of the disclosure filing is complete.” Beginning January 1, 2012, these Divisions will release this review correspondence “”no earlier than 20 days after the review of the disclosure filing is complete.”

Retailers and consumer product companies face unique risks and disclosure issues. Global economic uncertainty, changes in consumer buying habits and the use of social media and e-commerce present challenges which should be assessed and appropriately disclosed. This webcast focuses on the key risks and other factors that companies in the retail and consumer product industries need to consider when preparing disclosure documents.

Washington, D.C. of counsel K. Susan Grafton is the author of "New Rule 13h-1: The SEC Adopts a Large Trader Reporting System" [PDF] published in the October 31, 2011 issue of BNA’s Securities Regulation & Law Report.

On October 18, 2011, the Securities and Exchange Commission ("SEC" or "Commission") held a public roundtable (the "Roundtable") to address the agency’s required conflict minerals rulemaking under Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Registration statements under the U.S. Securities Act of 1933, as amended, generally require a signed opinion of counsel regarding the legality of the securities being offered and sold.  These opinions must be filed as an exhibit to the registration statement, typically before it becomes effective, and are commonly referred to as “Exhibit 5” opinions.

On October 13, 2011, the staff of the Securities and Exchange Commission ("SEC") released disclosure guidance regarding public company disclosure obligations relating to cybersecurity risks and cyber incidents (the "Disclosure Guidance")."[1]  The Disclosure Guidance reviews specific SEC disclosure rules that may require public companies to describe cybersecurity matters and provides SEC staff guidance on what type of disclosure, if any, may be necessary in light of a company’s particular facts and circumstances.  The Disclosure Guidance is available at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm.  Cybersecurity is only the second topic to be addressed in the Division of Corporation Finance’s new Disclosure Guidance publications.Background