October 31, 2012

Filing Boo-Boo Stories: "Have You Heard About the One..."

Good scary Halloween stuff, loosely based on the attention placed on the impact of Hurricane Sandy on EDGAR (see my blog about that from Monday). I have heard a few stories about errors in SEC filings recently such as these (please send your own stories - I will keep them confidential unless you tell me otherwise):

- The error in this exhibit to a SEC filing was likely caused by a disgruntled employee (or maybe someone at the financial printer was having fun) as the second resolution in this amendment to City National Bancshares' certificate of incorporation has swear language buried in the midst of it to the effect of: "you f__ing new when i asked you liartors..."

- Reminds me of a time around 20 years ago when someone I was working with did the same thing and filed an S-4 with the "Securitzed Exchange Ommission." Never occurred to anyone to read the very first line of a 200 page document.

- A fake Silicon Valley Form S-1 from a company called "Ponzify, Inc." with lots of comedy such as: "For instance, "Our company is built upon a viable revenue model" is a forward-looking statement."

And here is an excerpt from the fake Business Section: "Our primary measurement of revenue is a non-GAAP accounting principle known as Adjusted Consolidated Assumed Income (ACAI). ACAI is an ancient accounting remedy that can slow the aging process of most balance sheets and rejuvenate the face of any company, no matter what the medical community or the FTC might tell you."

- I scared myself when I plugged the "F" word into Edgar's search engine and got some hits. But that's because the prospectus for Audience Productions includes the screenplay for a movie entitled "Lydia Slotnick Unplugged." I'm not sure why the screenplay was filed but there you have it...

CII's Halloween Request to Top Bar Associations: No More "Zombie" Directors

Last week, CII issued this press release indicating that it wrote letters to the American Bar Association and the Delaware Bar Association urging them to revise their voting standard to a majority vote. In the letters, CII provided draft language and supporting commentary.

Recently, CII members approved revisions to their clawbacks policy and an anti-forced arbitration clause policy.

More on "The Mentor Blog"

We continue to post new items daily on our blog - "The Mentor Blog" - for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

- Earnings Call Disruptions: Why Don't They Happen More Often?
- NLRB's New Restrictions on Social Media Policies
- Food for Thought: The Audit Committee's Dilemma
- Sarbanes-Oxley and Audit Reform
- Insider Trading: Open Window Trading Periods Not Mandatory

- Broc Romanek