ACC MEMBERS MEET WITH SEC

Guest blogger: Arden T. Phillips is corporate secretary and governance officer of WGL Holdings, Inc. and its natural gas utility subsidiary, Washington Gas.  He is a past Chair of ACC’s Corporate and Securities Law Committee and now serves as its Advocacy Chair. Arden holds a JD from Duke University Law School.  He received his BA in Economics from Columbia University.  

Members of the ACC’s Corporate and Securities Law (CSL) Committee met with the Division of Corporation Finance of the Securities and Exchange Commission (SEC) on June 18, 2012.  Over a dozen SEC staff members participated, including Director Meredith Cross her deputy directors, chief counsel and top-level staff.  Members of the Divisions of Investment Management and Trading and Markets also participated in the dialogue regarding proposed and pending rule-making and the clarification of existing disclosure rules and other policies.  The meeting came at a critical point given that several components of SEC rulemaking are in the preliminary consideration and drafting stage.

The CSL Committee, ACC’s longest-standing committee, meets with the SEC annually to share concerns and discuss the impact of proposed and adopted regulations.  This year, the meeting was coordinated by the CSL Committee’s immediate past Chair, Bart Wu.  Alston & Bird, LLP sponsored the meeting, and partners Dennis Garris and Carol McGee provided research and technical support to the CSL Committee prior to and during the meeting.  Alston & Bird also hosted a morning meeting and working lunch to review briefing materials and address discussion points that were presented to the SEC staff.

During the two-hour meeting, the SEC staff addressed matters related to: shareholder proposals, proxy advisory firms, proxy plumbing issues, executive compensation disclosure, cyber-security disclosure, Dodd-Frank, and the JOBS Act.  Additionally, the staff described the status of various rule-making projects and expressed its interest in simplifying disclosure and reducing repetition in required filings while enhancing substantive disclosure that is informative to investors.  The staff also generally discussed its process for considering factors related to the costs of rule implementation and the potential disclosure of sensitive information by issuers when it adopts final rule-making decisions.

The CSL Committee is grateful to the SEC’s staff for meeting with the committee, and to Alston & Bird for sponsoring the meeting.  The CSL Committee also greatly appreciates having the opportunity to gain insight into the timing of future rule-making, and to identify subject areas that might form the basis for future dialogue and discussions with the SEC.  The CSL Committee also thanks ACC’s Advocacy Team for supporting the meeting and its collaboration in addressing on-going SEC-related matters.