Last week, Securities and Exchange Commission Chairman Mary Schapiro announced that she was leaving the agency in December. Today, another key regulator, Division of Corporation Finance Director Meredith Cross, also announced her imminent departure.
Cross, who has served as the Division's director since June 2009, will leave the SEC at the end of the year to return to the private sector. The Division of Corporation Finance oversees the disclosures made to investors by more than 9,000 public issuers.
A statement issued by the SEC says that, under Cross's leadership, her Division recommended close to 60 rulemaking releases to the Commission for action, including:
- Adopting rules addressing say-on-pay votes, compensation committees and advisers, proxy disclosure enhancements, and rules related to the process for shareholder nominations to corporate boards of directors and shareholder proposals related to that process. A broad review of the proxy process at public companies is ongoing.
- Adopting rules to address problems related to asset-backed securities, including rules required by the Dodd-Frank Act regarding representations and warranties, due diligence and ongoing reporting by issuers. Pending proposals include major changes to the offering process for asset-backed securities, required risk retention, and enhanced disclosures in offerings and on an ongoing basis.
- Adopting specialized disclosure requirements regarding conflict minerals, mine safety, and resource extraction.
- Implementing rules and interpretations to address Securities Act and Exchange Act issues raised by the new regulatory regime for derivatives mandated by Title VII of the Dodd-Frank Act.
From 1990 to 1998, Cross worked in the SEC's Division of Corporation Finance, serving in a variety of capacities including Deputy Chief Counsel, Chief Counsel, Associate Director, and Deputy Director. Before returning to the Division, she was a partner at the law firm Wilmer Cutler Pickering Hale and Dorr, advising clients on corporate and securities matters. Earlier in her career, she worked in the securities department of King & Spalding in Atlanta and was a law clerk to Judge Albert Henderson of the U.S. Court of Appeals for the Eleventh Circuit.
“With Chairman Schapiro's support, we have been able to demonstrate time and time again that the Division's disclosure review program makes a real difference in improving the quality of information that is available to investors,” Cross said in a statement. “The Division's rule-writing staff has worked tirelessly to produce top quality recommendations to implement the many legislative mandates and other rules that are critical to protecting investors and improving access to capital for issuers.”