1. Next week, the SEC will consider, among other things, the adoption of Conflict Minerals disclosure rules, which have been in the works for two years (see GAO study here). For those who can’t wait, a sneak peek at differences between the proposed rules and the draft final rules, from The Wall Street Journal, is here (subscription required). Of course, "final" doesn’t necessarily mean final, since the rule-making process will almost certainly be challenged, à la proxy access, by business groups. See the U.S. Chamber of Commerce's threatening letter to that effect here. While we wait for the drama to unfold, note the useful resource center on Conflict Minerals here.
  1. Conflict Minerals requirements reflect the occasional penchant of Congress to inefficiently push public policy by requiring embarrassing disclosure by public companies and making self reporting a must, as it has done with adoption of the Iran Threat Reduction and Syrian Human Rights Act, here. The Iran THRESHR Act, as we hope it will come to be known, requires a public company to determine whether it or any affiliate has knowingly engaged in impermissible activities and, if so, to describe what it did in detail in its periodic reports and in a separate report the SEC will post on its website and forward to the President and Congress.
  1. Insider trading is what we in the securities profession like to call "bad." Fortunately, it also is sometimes amusing. Here, for example, is an SEC enforcement action that describes a Bristol-Myers Squibb executive’s Internet research for tips to avoid getting caught before engaging in insider trading. That probably didn’t help his defense. Nor, presumably, did recovery of Amazon recommendations based on his purchasing history--"You might also enjoy Insider Trading for Dummies, The ABC's of Avoiding Prosecution by the SEC, and The Count of Monte Cristo." (Yes, we made up that last part. But honestly, how is that less ridiculous than an Internet search?)
  1. The SEC posted a video explaining to potential whistleblowers how the SEC processes tips, here. Nowhere in its explanation does it suggest that an employer’s Internet search of "how to punish whistleblowers without getting caught" is a fact it will consider in its process, so thank goodness we’ve already educated you with the entry above.
  1. The polls are now open for ISS’s latest governance survey, here: your chance to influence ISS policies and voting recommendations. In other proxy news, Broadridge published its 2012 proxy review here
  1. Finally, an M&A update on private equity purchases of public targets, here, notes lackluster activity in the first half of 2012, but according to PwC signs point to an uptick in the second half of 2012 (see here).