February 9, 2015
SEC Proposes Hedging Disclosure Rules!
– Broc Romanek, CompensationStandards.com
Within the last hour, the SEC posted this proposing release on hedging disclosure, a rulemaking dictated by Section 955 of Dodd-Frank. It came out of the blue, based on seriatim action taken by the Commissioners – not at an open Commission meeting. Commissioners Gallagher & Piwowar supported getting the proposal out of the gate, but they issued this joint statement noting there are aspects of the proposal that they have concerns about (meanwhile, Commissioner Aguilar issued this statement supporting the proposal). That might be one of the reasons why the proposing release is loaded with specific requests for comments, running on longer than the explanation of the proposed rule! Anyways, this Cooley blog summarizes the rule proposal, as well as the novelty of Commissioners issuing written statements on a proposal. And here’s a blog from Mark Borges.
There is a 60-day comment period. And we’re posting memos in our “Hedging” Practice Area once they start rolling in. It’s hard to predict whether this means that we’ll soon see action on the other “Four Horsemen” rulemakings left from Dodd-Frank, including adoption of the pay ratio rules…
As to the issue of whether the SEC is required to propose (or adopt) rules at an open Commission meeting, see my blog entitled “When is the SEC Required to Hold an Open Commission Meeting?“…