TheCorporateCounsel.net

November 8, 2007

The Main Event: Vote for Your Favorite 10-K Pointers

Five brave souls have volunteered for our latest contest (and one anonymous contributor), setting forth some practice pointers regarding “Preparing Your Form 10-K.” Each contributor took a moment out of their busy life to write up something that might help you during the proxy season; they had no restrictions on what they could submit, so the format and nature of their pointers vary. Thanks to Carrie Darling, Linda DeMelis, John Newell, Jeff Taylor and Mike Woodard for entering our inaugural contest; each deserves much praise for giving this a try!

How to Vote: Now, you need to do your part and cast a vote. You are free to vote more than once – and when you vote, you can vote for as many of the contributors as you wish (even all six contributors if you want). Voting is completely anonymous.

[Dave “The Animal” was bounced before the competition even started when he submitted these pointers:

1. First, get yourself a six-pack. In fact, you might need a case if you are one of them there large accelerated filers.
2. Don’t be making yourself a fool by filing your 10-K under an 8-K header submission type – it hurts.
3. Speaking from experience, its not a good idea to file the CEO’s credit card numbers and social security numbers as as an exhibit.
4. I don’t like too many commas.
5. Don’t listen to all those pesky little voices coming out of your refrigerator when you are trying to draft some disclosure. My tin foil hat tends to drown them out.]

The SEC’s “Small Business-ish” Open Commission Meeting: Next Thursday

Late yesterday, the SEC published a Sunshine Act notice to announce an open Commission meeting for next Thursday to consider adoption of these proposals:

– Streamlined Smaller Public Company Reporting
– Amended Rules 144 and 145
– Stock Option Registration Exemption
– Financials prepared in accordance with IFRS without Reconciliation

Note that these three proposals are not on the agenda: shareholder access; Form-Reg D; simplified Form S-3 – so there may be another open Commission meeting around the corner (or maybe there won’t be – we don’t know yet).

At next Thursday’s meeting, the Commission will also consider proposing new rules to improve mutual fund disclosure by requiring more plain English – and enhancing the availability of more detailed fund information on the Web.

Some CD&A Guidance

As I alluded to yesterday, we have just wrapped up our just-completed “Special Fall/Winter 2007 Supplement” of the Compensation Standards newsletter, which should help you (and your board) address the CD&A disclosures that the SEC will be looking for this proxy season. Don’t forget to renew – or try a no-risk trial.

– Broc Romanek