TheCorporateCounsel.net

June 6, 2005

Last Word on SEC HQ’s New Address (I Hope)

Astute members were quick to comment on my blog from Friday by noting that the SEC’s Public Reference Room has moved to Station Place (and that all other parts of the SEC relevant to the public have indeed moved). These members were told to use the new address for all purposes – and that is indeed the case, even though the Filing Desk’s address is purportedly the old address according to this web page – that page just hasn’t been updated yet. But this other web page has been updated, as it indicates that the Public Reference Room has moved to the new building.

At this point, it does make sense to disclose the new address in prospectuses and other filings – despite the existing Item 101(e) language that includes the old HQ address – since the Public Reference Room and Filing Desk have moved.

Impact of Flowserve on Investor Relations’ Officers

In this podcast, Mary Beth Kissane, a lawyer who is a long-time investor relations’ advisor and head of NIRI’s NY chapter, analyzes how the IRO profession is reacting to the SEC’s Regulation FD enforcement action against Flowserve, including:

- Were she surprised by the SEC’s censure of the IRO in Flowserve?

- What is the overall reaction of IROs to Flowserve?

- What role should IROs play during private one-on-ones? During investor conferences?

- What role should IROs play on disclosure committees?

- Does she see a trend towards greater empowerment/change in duties of IROs coming in the wake of Flowserve?

Software Licensing Issues in M&A

In this DealLawyers.com podcast, Dan Bricklin schooled me in software licensing issues in M&A, something that I didn’t know much about. It was quite interesting as Dan explains:

- What are the new software licensing copyright issues that companies should be aware of?
- Why is Open Source an issue? Is this new?
- What is GPL? Who determines the meanings of the terms of the GPL?
- What should be in a corporate software license policy?
- How do you get developers to follow these policies?
- How should the legal department work with developers?

The SEC’s Chief Accountant Speaks

Last Wednesday, SEC Chief Accountant Don Nicolaisen gave this speech on reducing complexity in financials, during which he indicated that a study in the off-balance-sheet area is coming soon (as required by Sarbanes-Oxley) – and provided his views on the latest 404 guidance the Staff provided a few weeks back.