TheCorporateCounsel.net

I’ve been remiss by not highlighting that this blog was selected by LexisNexis as a “Top 25 Business Law Blog” last week – and that there a voting contest among the 25 that ends today! Here is their announcement – and more importantly, here is where you can vote today. Simply click on the circle to the left of “TheCorporateCounsel.net” (it’s the 9th bullet down) – then click “Vote Now” at the bottom of the page. It takes only a second to do…

How Does Corp Fin Process Confidential Treatment Requests? The SEC’s Inspector General Weighs In

Recently, the SEC’s Inspector General posted this 51-page report that assesses how Corp Fin processes confidential treatment requests. The report contains eight recommendations – Corp Fin agrees with half of them, partially agrees with three others and disagrees with one (Corp Fin’s response starts on page 44 of the PDF).

The IG claims that Corp Fin “is not performing a robust review and examination of many confidential treatment requests.” The report notes that 68% of the CT requests during a discrete period were not reviewed at all after an initial screening – and only 8.5% were selected for a “full” review. Of the 3381 CT requests filed during this 26-month period, only one request was denied.

Based on statements made in the report, it appears that the IG reviewed the requests from companies and evaluated whether the requests were overly broad – but yet relief was granted. Another example of the IG’s inspection is that it criticized instances where the explanation from companies about why the subject matter of the CT request was not necessary for investor protection didn’t address both qualitative and quantitative factors. I’m not sure how the IG’s office has the expertise to fully evaluate how Corp Fin performs in this area – but I guess that is the case for all of their investigations (just like internal auditors). I wonder whether this report will cause Corp Fin Staffers to be less lenient in their grants of relief…

Don’t forget that yesterday, the US Sentencing Commission’s amendments to the Organizational Sentencing Guidelines – including the definition of what constitutes an effective corporate compliance program – went into effect.

The SEC Staff on M&A

Tune in tomorrow for the DealLawyers.com webcast – “The SEC Staff on M&A” – to hear Michele Anderson, Chief of the SEC’s Office of Mergers and Acquisitions, and former senior SEC Staffers Dennis Garris of Alston & Bird and Jim Moloney of Gibson Dunn discuss the latest rulemakings and interpretations from the SEC.

– Broc Romanek