Yesterday, the SEC issued its adopting release regarding mandatory Edgar for Section 16 reports – see http://www.sec.gov/rules/final/33-8230.htm. The SEC’s system is working fine now, including compatability with third-party services.
Based on comments from Alan Beller, Director, Division of Corporation Finance yesterday at an ABA conference, it appears likely that the staff will issue Regulation G FAQs at some point – timing still uncertain. As for certain issues (e.g. S-8 and post-effective amendment transitional issues), the FAQs may well have answers that differ from what has been issued by the staff to date (or they may not).
Today was the first day for the SEC’s new Section 16 website going “live” – and it was not a pleasant one. The SEC’s site was down for a few hours – and the SEC disabled LIVE submissions of reduced-content XML filings. This means that no third-party software will
work at the present time. The SEC staff has indicated that it will do date adjustments on any filings that are impacted. More to come.
In anticipation of next Monday’s “going live” for Section 16 e-filing, the SEC staff released some FAQs yesterday. Some of these FAQs are not necessarily consistent with past practice in filing out Section 16 forms – so it is good reading. See http://www.sec.gov/divisions/corpfin/sec16faq.htm.
SEC chair William Donaldson sent a stern letter to Morgan Stanley’s chair regarding comments made that downplayed Morgan Stanley’s role in the behavior that led to the global settlement reached this past Monday. A related article is at http://www.washingtonpost.com/wp-dyn/articles/A2769-2003May1.html. If you want a copy of Donaldson’s letter, send an email to broc.romanek@thecorporatecounsel.net.
Yesterday, the SEC announced that starting this Monday, May 5th, its Section 16 Edgar site goes live! This means that on Monday, you will only be able to file via paper or the SEC’s site (which still has some problems) – or a third party service that complies with the SEC’s new specifications. The Romeo & Dye Section 16 Filer does comply with the new specs – so we urge you to try it (its free through end of September for anyone – and then only $195 thru end of 2004 for Section16.net subscribers) – download it at http://www.section16.net/Filer/index.htm.
On our fantastic “Regulation G Unplugged” webcast yesterday, it was mentioned that it was uncertain whether the SEC staff will issue any FAQs on Regulation G anytime soon – as it appears that there is disagreement among SEC staff members about what guidance should be provided. It was pointed out that various staff members might be providing conflicting guidance already. An audio archive of the webcast is available at http://www.greatgovernance.com/members/AudioCenter.html (a transcript will be posted next week).
In an ironic twist regarding the lack of transparency of financial disclosures, the AICPA – which has copyrighted its auditing standards over the years (ie. copyrighted part of GAAP) – has been is a spat with the PCAOB over the Board’s potential use of the AICPA standards. Because the AICPA makes so much money selling their standards, they don’t want them to be freely available. In other words, there has been limited transparency of what the auditing standards have been – and the PCAOB wants to change that. See the related Washington Post article at http://www.washingtonpost.com/wp-dyn/articles/A62485-2003Apr30.html.
This lack of transparency is one reason why we will soon be launching AccountingDisclosure.com – this site will provide “easy to understand and find” accounting guidance for lawyers.