Showing posts with label United Health Group. Show all posts
Showing posts with label United Health Group. Show all posts

Monday, December 17, 2007

The SEC threads the needle

We note efforts by the SEC to "thread the needle" after approving what many had considered restrictive Proxy Access policies. (Our viewpoint is that things could have been worse, that Mr. Cox is still, by far, the most competent Bush appointee, and that there is still room for negotiation.) Consider the following:
  • On December 5th, the "SEC's Office of Interactive Disclosure Urges Public Comment as Interactive Data Moves Closer to Reality for Investors" This is tied to efforts to create electronic shareholder forums. In the run up to the Proxy Access vote, many missed the fact that the SEC created, in October, an "Office of Interactive Disclosure..to lead the transformation to interactive financial reporting by public companies. A free taxonomy review tool is publicly available on the Internet at http://usgaap.xbrl.us along with other information."
  • On December 6th, "The Securities and Exchange Commission announced a record $468 million settled enforcement action in an options backdating case against William W. McGuire, M.D., the former Chief Executive Officer and Chairman of the Board of UnitedHealth Group Inc. The settlement is the first with an individual under the 'clawback' provision (Section 304) of the Sarbanes-Oxley Act to deprive corporate executives of their stock sale profits and bonuses earned while their companies were misleading investors."
  • On December 7, 2007, "The U.S. Securities and Exchange Commission announced that it filed civil actions alleging securities fraud in five separate kickback schemes uncovered by an FBI sting operation conducted pursuant to a recent cooperation agreement between the FBI and the Commission. The defendants are insiders or promoters of publicly traded companies who made stock sales to a hedge fund in exchange for illegal kickbacks to an individual whom they believed to be the hedge fund manager, but who was in reality an undercover FBI agent." This is one of the first times that the SEC has used an undercover vehicle of this type. Also notable is the cooperation of the FBI. It is important because it send a signal that the SEC has adopted this tactic to uncover fraud and malfeasance in the marketplace.
  • On December 11th, "The Securities and Exchange Commission approved changes that will give smaller companies faster and easier access to capital when they need it or market conditions are favorable. Specifically, the Commission adopted amendments to the eligibility requirements of Form S-3 and Form F-3 of the Securities Act to allow companies that do not meet the current public float requirements of the forms to nevertheless register primary offerings of their securities, subject to certain restrictions, including the amount of securities those companies may sell pursuant to the expanded eligibility standard in any one-year period." This may help small minority-owned firms.

  • On December 11th, "The Securities and Exchange Commission asked for public comment on possible revisions to disclosure requirements for oil and gas reserves given the extent and nature of changes that have occurred in the oil and gas industry in the nearly three decades since the Commission first adopted its oil and gas disclosure rules." Social investors may be able to use this effort to call for other disclosure rules. In any event, this is a matter that social investors have been requesting for years.
All in all, these are signs that the SEC is not as hostile to shareholder interests as some, including this blogger, may have thought.