TheCorporateCounsel.net

As I blogged yesterday, the SEC has issued the much-anticipated transitional guidance about ’33 Act reform in the form of 14 FAQs.

So What Should You Do Now With Your Outstanding Shelfs?

Transitional issues for all types of companies – such as “what you should do now with your outstanding shelfs” – will be covered during next Thursday’s webcast. For example, according to FAQ 5, WKSI companies can’t convert their outstanding shelfs to an automatic shelf via post-effective amendment (but they can carry over unused filing fees to a new shelf). So what should WKSIs do now? Tune in next Thursday to find out.

Hurricane Katrina: Sample Disclosures About the Impact and Thoughts on MAC Clauses

In the “Hot Box” on the home page of TheCorporateCounsel.net, we have posted a compilation of excerpts from recent SEC filings regarding the impact of Hurricane Katrina. The Hurricane’s impact will extend well beyond the Gulf Coast as indicated by many of the samples.

On the DealLawyers.com blog, Cliff Neimeth of Greenberg Traurig provides some interesting thoughts about the “material adverse change” clause and other aspects of the pending Capital One/Hibernia merger.

Understanding Cooperative Conversions

Recently, a number of cooperative associations have converted into publicly-traded companies. Having worked on similar types of deals many moons ago myself (eg. conversion of mutual savings banks into public companies), I recognize that it takes special expertise to get these complicated deals done.

Learn more about cooperative association conversions – including potential pitfalls to avoid – in this text interview with Scott Ortwein and Harvey Hill of Alston & Bird LLP.