Rule-making priorities for Corp Fin

By Cydney Posner

On a recent panel at the ABA annual meeting, Meredith Cross, director of Corp Fin, identified the following priorities for the Division, according to Securities Regulation and Law Report:

• recommendations for disclosure rules regarding credit ratings shopping by issuers looking for favorable ratings from credit rating agencies;
• a "fresh look" at the proxy voting system and the role played by proxy advisory firms, such as RiskMetrics (ISS);
• improvements in the regulation of ABS (asset-backed securities), including, under new legislative authority, requiring loan originators or other ABS securitizers to retain 5% of the credit risk of the underlying assets and enhanced disclosures at the loan-level basis;
• improvements in monitoring Reg D transactions;
• modernizing reporting rules for reporting by beneficial owners on Schedules 13D and 13G;
• a "new core disclosure project" to update Corp Fin rules, particularly the risk disclosure rules;
• and efforts to keep CD&Is "current, fresh and right" and a fresh look at processes involving interpretive guidance generally;

The Division has also developed a "new products group" that will review suggestions and "new ideas" submitted by the public. Cross also noted that, if the SEC wants any aspect of proxy access to apply to the 2010 proxy season, it will need to act on the proposal this fall.

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