January 5, 2005
January Eminders is Up!
The January Issue of Eminders is now available. If you wish to receive it via email, simply place your email address into this form.
The Latest Proxy Season Resources
Let me know if you need anything that is not already in our comprehensive set of tools in the “2005 Proxy Season Resource Center.” I continue to add proxy season checklists from law firms.
For example, I just added this new 21-page checklist from Davis Polk, which includes a variety of sample Section 302 certifications (remember that companies will need to revise what they have used in the past, whether they will be filing 404 management reports for the first time or taking advantage of the transitional 404 deadline relief that the SEC passed last month), a great 404 compliance chart, and more. If you have anything that might be useful to others for this proxy season, please let me know.
SEC Acts on “Reporting Out” Case
Yesterday, the SEC filed civil fraud charges against TV Azteca and three current and former TV Azteca officers and directors for allegedly engaging in an elaborate scheme to conceal the Chair’s role in a series of transactions through which he personally profited by $109 million. The SEC complaint also alleges that the officers sold millions of dollars of TV Azteca stock while the Chair’s self-dealing remained undisclosed to the market place.
You might recall that this situation involves a case of “reporting out” by the company’s outside counsel. Here is what the SEC’s press release states about that:
“TV Azteca filed the false reports with the SEC, concealing Salinas’ involvement in the Unefon debt transactions, despite receiving advice from its U.S. counsel that these transactions were material, reportable transactions under U.S. federal securities laws. While the company provided general disclosure of the transactions, it refused to reveal information crucial to investors: that Salinas was behind the transactions and personally profited from them. TV Azteca’s resistance led to the eventual resignation of its U.S. counsel, who told the company’s board of directors and management that it was resigning consistent with its obligations under Section 307 of the Sarbanes-Oxley Act.”