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SEC Staff Announces Plan to Publicly Release Comment Letters and Responses ( August 2004 )
The staff of the Securities and Exchange Commission (SEC) announced on June 24, 2004, that it plans to begin releasing SEC comment letters and issuer responses related to disclosure filings reviewed by the Divisions of Corporation Finance and Investment Management. The comment letters and responses will be available to the public on the SEC's website. This new policy will apply to filings made after August 1, 2004. -
MD&A – "Not Just a Mark-up" : The SEC Speaks Again… ( December 2003 )
On December 19, 2003, the SEC issued an interpretive release providing guidance on Management's Discussion & Analysis in periodic and other reports. Given that many of our clients are Accelerated Filers this year for the first time with 10-Ks due by March 15, 2004, the Release makes the annual reporting process more time sensitive than ever. -
Corporate Governance Seminar. Seminar Summary of Speaker Bruce Mann of Morrison & Foerster LLP on SEC Corporation Finance Disclosure Developments ( December 2003 )
Bruce Mann, Partner at Morrison & Foerster LLP, discussed SEC corporation finance disclosure developments at FindLaw Corporate Counsel Center's Corporate Governance seminar at Stanford University. Mr. Mann opined that the SEC not only fulfilled its rulemaking obligations under Sarbanes-Oxley in record time, but was also responsive to the concerns of the bar in the comment process. "The basic approach of the SEC used to be: 'we aren't going to give people guidance because someone may take advantage of it, and that will disadvantage the Division of Enforcement.' Today, the attitude is quite different. The SEC recognizes the reality that there are more lawyers in each of the ten largest law firms in the U.S. than in the national office of the SEC. The SEC has to depend on the private bar for enforcement." -
NYSE and Nasdaq Corporate Governance Proposals Revisited: Comparison Charts Updated ( October 2003 )
During the fall of 2002, the Nasdaq Stock Market and the New York Stock Exchange proposed changes to their corporate governance listing standards in an effort to bolster investor confidence following a number of well-publicized corporate failures among U.S. public companies. These listing standards supplement, rather than replace, the corporate governance reforms adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. This spring, Nasdaq and the NYSE each filed amended proposals with the SEC reflecting a number of changes to their original proposals, including changes made in response to public comments and recent SEC rulemaking. -
Corporate Governance Seminar. Seminar Summary of Speaker Bruce Mann of Morrison & Foerster LLP ( October 2003 )
Bruce Mann, Partner at Morrison & Foerster LLP, discussed the Securities and Exchange Commission corporation finance disclosure developments at FindLaw Corporate Counsel Center's Corporate Governance seminar at Stanford University. -
Corporate Counsel Beware: The SEC May Freeze "Extraordinary Payments" ( June 2003 )
On June 20, 2003, the Securities and Exchange Commission ("SEC") announced that it had filed securities fraud charges against the Henry Yuen, the former chief executive officer ("Yuen"), and Elsie Leung, the former chief financial officer ("Leung"), of Gemstar-TV Guide International, Inc. ("Gemstar"). -
Checkosky II: D.C. Circuit Deals Blow to SEC?s Enforcement of Rule 2(e) ( May 1998 )
This article discusses the opinion in Checkosky v. SEC, 1998 WL 135489 (D.C. Cir. 1998) where the D.C. Circuit Court of Appeals unanimously ordered the dismissal of SEC proceedings suspending two accountants for "improper professional conduct" under SEC Rule 2(e)(1)(ii).
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