TheCorporateCounsel.net

Here are the survey results from our latest quick survey on Regulation FD (which fits neatly with last year’s Regulation FD survey):

1. Our company posts information on its corporate website and takes the position that this is sufficient to satisfy Reg FD:

– Yes, our company takes this position for anything posted on its corporate website – 3.8%
– It depends, our company takes this position for certain items posted on its corporate website (but not all) – 28.3%
– No, our company does not yet take this position – 67.9%

2. Our company has a written policy addressing Reg FD practices:

– Yes, and it is publicly available on our website – 5.6%
– Yes, but it is not publicly available on our website – 60.4%
– No, but we are in the process of drafting such a policy – 15.1%
– No, and we do not intend to adopt such a policy in the near future – 18.9%

3. Regarding reaffirmation of earning announcements, our company uses one of the following rules of thumb regarding private reaffirmations:

– We do not allow private reaffirmation – 60.8%
– Rule of thumb allowing for private reaffirmations of one week or less – 7.8%
– Rule of thumb allowing for private reaffirmations of one to two weeks – 13.7%
– Rule of thumb allowing for private reaffirmations of two to three weeks – 9.8%
– We permit private reaffirmations – but never use a rule of thumb, instead we require confirmation of no material change with CEO, GC, etc. – 7.8%

4. At our company, our CEO and other senior managers: (multiple answers apply, may total more than 100%):

– Are not permitted to meet privately with analysts – 6.7%
– Are only permitted to meet privately with analysts so long as someone else accompanies them (such as general counsel or IR officer) – 35.0%
– Are permitted to meet privately with analysts after briefing by IR officer, general counsel, etc. – 18.3%
– Are only permitted to meet privately with analysts during certain designated times – 18.3%
– Are not permitted to talk about certain topics – 33.3%

Regulation FD Dissemination: The Blogging of Material Information

On the heels of our survey on whether dissemination of material information through the Web satisfies a company’s Regulation FD obligations, Sun Microsystems CEO Jonathan Schwartz – who is one of those rare CEO bloggers – has asked the SEC to allow companies to disclose significant financial information through blogs. Mr. Schwartz’ letter to the SEC is copied in his blog.

Here are some thoughts from Stan Keller on this topic: “Absent definitive guidance from the SEC, I believe that if you want to disseminate information by means of your website to satisfy Regulation FD, you should file a Form 8-K (or issue a press release) saying you have done so. The 8-K should be descriptive enough so that investors will know the subject matter – like a release noticing an FD compliant call.”

SPACs: How to Use a Special-Purpose Acquisition Company

We have posted a transcript from our recent DealLawyers.com webcast: “SPACs: How to Use a Special-Purpose Acquisition Company.” And today, catch Jim Freund, Mediator and former Partner of Skadden Arps Slate, Meagher & Flom LLP – and one of the foremost M&A lawyers of any generation – on the DealLawyers.com webcast: “M&A Dispute Resolution: Getting Deal Lawyers Into the Game.”