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Securities and Exchange Commission January 17 Meeting to Address Compensation Disclosure

Excerpt: The Commission will consider whether to propose amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and securities ownership of officers and directors.

Text of Remarks on Annuity Products by the Associate Director of the Division of Investment Management, U.S. Securities and Exchange Commission

"Having watched the market movements of the past decade, investors near or in retirement are naturally wary as they turn their attention from saving to the task of funding a steady income that they will not outlive. That is part and parcel of the variable annuity business and the central appeal of the products you offer, and this should be a great time to be in the business. However, the volatility that has characterized the recent economic environment has strained many firms' ability to offer the products that investors are seeking for this purpose. Despite sales of variable annuities having increased approximately 12% in 2011 over 2010, some of the large established firms in the variable annuity space have either left the business or curtailed offerings. The dynamic climate of changing economics and changing participants in the business makes this a time that calls for care in the design of variable products and attention to investor protection."

Editorial: The Test for the Securities and Exchange Commission

Excerpt: The question is whether the SEC's proposal will go as far as it should, especially on retirement compensation. At present, firms are not required to disclose the value of defined-benefit pension promises to executives, so reports of bosses' pay generally leave these out. But the value of these promises can be enormous.

Final SEC Regs: Exemption of Compensatory Employee Stock Options From Registration Under Section 12(G) of the Securities Exchange Act of 1934 (PDF)

15 pages. Excerpt: SUMMARY: We are adopting two exemptions from the registration requirements of the Securities Exchange Act of 1934 for compensatory employee stock options. The first exemption will be available to issuers that are not required to file periodic reports under the Exchange Act. The second exemption will be available to issuers that are required to file those reports because they have registered under Exchange Act Section 12 a class of security or are required to file reports pursuant to Exchange Act Section 15(d). The exemptions will apply only to the issuer's compensatory employee stock options and will not extend to the class of securities underlying those options.

SEC Extension of Comment Period for Rule Changes Proposed by 7 Listing Exchanges Relating to Adoption of Listing Standards for Compensation Committees and Advisors (PDF)

"The proposed rule changes were published for comment in the Federal Register on October 15, 2012. The Commission received six comment letters on the NYSE proposed rule change, seven comment letters on the Nasdaq proposed rule change, and one comment letter on the NYSE Arca proposed rule change. The Commission received no other comment letters for any of the other Exchanges' proposed rule changes. Accordingly, the Commission ... designates January 13, 2013, as the date by which the Commission should either approve or disapprove or institute proceedings to determine whether to disapprove these proposed rule changes." [Applies to Rules proposed by BATS Exchange, Inc.; NASDAQ OMX BX Inc.; Chicago Board Options Exchange, Incorporated; The NASDAQ Stock Market LLC; New York Stock Exchange LLC; NYSE Arca LLC; and NYSE MKT LLC.]

Text of SEC Proposed Rule Prohibiting Use of Brokerage Commission to Finance Fund Distribution (PDF)

13 pages. Excerpt: The [SEC] is publishing for comment amendments to the rule under the Investment Company Act of 1940 that governs the use of assets of open-end management investment companies ('funds') to distribute their shares. The amended rule would prohibit funds from paying for the distribution of their shares with brokerage commissions. The proposed amendments are designed to end a practice that is fraught with conflicts of interest and may be harmful to funds and fund shareholders.

Text of SEC Concept Release and Request for Comment on Compensatory Securities Offerings and Sales

"Since Rule 701 and Form S-8 were last amended, forms of equity compensation have continued to evolve and new types of contractual relationships between companies and the individuals who work for them have emerged. In light of these developments ... we believe this is an appropriate time to revisit the Commission's regulatory regime for compensatory securities transactions. We therefore solicit comment on possible ways to update the requirements of Rule 701 and Form S-8, consistent with investor protection. We also solicit comment on what effects any revised rule or form may have on a company's decision to become a reporting company."

SEC Charges Chicago Board Options Exchange for Regulatory Failures

"CBOE agreed to pay a $6 million penalty and implement major remedial measures to settle the SEC's charges. The financial penalty is the first assessed against an exchange for violations related to its regulatory oversight.... An SEC investigation found that CBOE failed to adequately police and control this conflict for a member firm that later became the subject of an SEC enforcement action. CBOE put the interests of the firm ahead of its regulatory obligations by failing to properly investigate the firm's compliance with Regulation SHO and then interfering with the SEC investigation of the firm."

Text of SEC Proposed Regs on Asset-Backed Securities, Including Changes to Disclosure Rules

188 pages. "We also are proposing to require that, with some exceptions, prospectuses for public offerings of asset-backed securities and ongoing Exchange Act reports contain specified asset-level information about each of the assets in the pool."

Index of Comments to Date on SEC Proposed Amendments to Regulation D, Form D and Rule 156 under the Securities Act

On the linked page is a list of comments received by the SEC to date, with a link to the full text of each. The deadline for comments is 60 days after the Proposed Amendments are published in the Federal Register. At this writing (July 12), the Federal Register publication date has not been determined. The linked page will be updated by the SEC to include new comments as they are filed.