In Case You Missed It - Interesting Items for Corporate Counsel (Update) - September 11, 2013

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September 11, 2013

  1. As we run up the September 23 effective date of rules eliminating the prohibition on general solicitations under Regulation D and wait for final SEC "process" rules, a few additional resources are here (summary of comments on the proposed rules) and here ("practical implications" of the new and proposed rules).

  2. The GAO published its second Dodd-Frank required report about the effectiveness of conflict mineral rules, here. Given the delay in implementing the rules, the GAO second report still doesn't really have anything to say. But the report is 47 pages. Its conclusion: it's not clear smelter certification programs will be reliable because the DRC is a mess and nothing is secure or easy to track; the rules may impact even companies that aren't public; and the DRC is a horrible, horrible place. On another note, the National Association of Manufacturers filed its notice of intent to appeal the court ruling upholding the conflict mineral rules, see here: still likely too late to affect a public company's need to file its first report. In contrast, the SEC has apparently decided not to appeal the court decision that struck down its resource extraction disclosure rules and, instead, to re-write them. See here. And, finally, even while many wring their hands wondering why going public seems so unappealing these days, some suggest (see, e.g., here) that social legislation through burdensome disclosure is just getting started. (Um . . . connection?)

  3. The SEC approved NYSE rules that allow a one-year grace period for IPO-companies to develop an internal audit function (or outsource the function), here. Note that Nasdaq and other exchanges do not have the same requirement; Nasdaq withdrew its prior proposal requiring an internal audit function after some expressed concerns about its cost but plans to resubmit the proposal (see here).

  4. And, finally, some partial good news. According to Audit Analytics recent report, audit fees dropped in 2012 as a percentage of revenue for accelerated filers (see here), although non-audit fees have increased slightly.