TheCorporateCounsel.net

September 15, 2005

SEC to Propose Changes to “Accelerated Filer” Definition and Phase-In Dates

New SEC Chair Chris Cox has his first open Commission meeting scheduled for next Wednesday, September 21st at 10 am eastern. It’s always interesting to observe the style of how a new Chair presides over Commission meetings.

Among the items on the agenda is a proposal to narrow the definition of “accelerated filer” to include reporting companies with a public float of $700 million or more and a proposal to ease some of the current restrictions on the exit of companies from accelerated filer status.

In addition, the Commission will consider amending the final phase-in of the Form 10-K and Form 10-Q accelerated filing deadlines that are scheduled to take effect next year. As of now, accelerated filers are scheduled to become subject to a 60-day filing deadline for their Form 10-K filed for fiscal years ending on or after December 15, 2005, and a 35-day deadline for the three subsequently filed Form 10-Qs – that will be proposed to be changed, but their is no indication yet what that proposal will be.

The SEC: Cracks the Top Five!

According to this press release, the SEC is now in the Top Five of federal agencies to work for (I guess FEMA has dropped a few notches). The ranking of federal agencies is based on a scoring system explained on this “Best Places to Work” site.

I loved working on the SEC Staff – only thing holding me back from a third tour of duty is the lack of a cafeteria – but I have to admit the competition isn’t too strong for the SEC. Ever been in the ancient building that houses the Department of Agriculture? It’s spooky; you can hear a pin drop – no phones ringing anywhere.

Amendments to the NASD’s “New Issue” Rule

As noted on yesterday’s webcast, the SEC approved a NASD rule filing on August 4th that amends the “new issue” rule, Rule 2790. The adoption of these amendments follows the 2004 implementation of the New Issue Rule, which itself was a successor to the “Hot Issue” interpretation.

The amendments to Rule 2790 become effective this Monday, September 19th. Here is a Shearman & Sterling memo that describes the amended rule in more detail.

The Most Bizarre Registration Statement of All-Time?

Tearing a page from “Ripley’s Believe It or Not,” the SEC has scheduled an administrative law judge hearing under Section 8(d) to take action regarding this fraudulent registration statement filed by Apollo Publication Corp.

The only reason this isn’t an immediate emergency injunctive action in federal court is because the person who filed the registration statement appears to be insane – no one could possibly take it seriously. As noted in this article, Apollo’s board allegedly includes former Presidents Bush and Jimmy Carter, along with numerous other past and present world leaders. Overall, it reads like a pro se complaint from an insane prisoner.

If I were to file a bogus registration statement, I would go with a little more humor – by including Captain Kangaroo, George Costanza, Wonder Woman and Colonel Klink on my board. One member emailed me about how easy it must be to procure a set of EDGAR codes to perpetuate a scheme like this – but note that there will be some very real consequences for this tomfoolery. So please don’t try this at home…