TheCorporateCounsel.net

Many thanks to Robyn Manos and Heather Maples – the dynamic duo in Corp Fin’s Office of Chief Counsel that will be handling interpretive questions on the ’33 Act reform – for joining yesterday’s webcast: “Drilling Down: Doing a WKSI Offering After the ’33 Act Reform.” Of course, Jack Bostleman, John Huber and David Martin did a great job of trying to predict and analyze what WKSI deals will look like after the December 1st effective date. The audio archive of the webcast is available now – a transcript won’t be ready until late next week at the earliest.

You can direct any interpretive questions to Robyn and Heather via the special ’33 Act reform hotline that Corp Fin has established at 202.551.3200.

More on SEC v. Smyth

Following up on Jay Dubow’s “Future of the SEC’s Civil Injunction Authority” podcast, a member had this question: Are “obey the laws” injunctions issued by the SEC for companies residing in the 11th circuit still enforceable?

Jay responds: “Yes, injunctions within the 11th Circuit are enforceable until a court orders them otherwise. Even if the court in Georgia, on remand, issues an order that the specific injunction is not enforceable – until the 11th Circuit issues an order that is not dicta to the contrary – one should assume that other such injunctions are still enforceable.”

Changes to ISS’ CGQ Rating Criteria

Effective Monday, the most recent changes to ISS’s CGQ rating criteria will be used to calculate a company’s CGQ governance rating. These changes were announced in July.

We have updated our “Corporate Governance Ratings Comparison” chart for these changes – and our “Governance Ratings” Practice Area includes this 11-page memo and 21-page PowerPoint presentation from ISS that explains the changes (also, ISS held a webcast on its changes a few months back and a transcript is available of that webcast – you must register to receive it, but it’s free).

Thoughts About Hurricane Katrina

I have endlessly debated in my head whether it was appropriate for me to blog about this terrible tragedy that has impacted all of us; some more than most of course. Even though I will continue to focus on our professional life, I just wanted you to know that I have been affected too and thanks to those members who have shared personal stories and urged me to help (here is a basic list of links). We have donated to the Red Cross as well as more directly to others in need that we know personally or through friends.

I do hope the Administration and the applicable governments now get their act together and spend time helping those that need it rather than wasting resources avoiding blame. The recent stories about how the media is being kept at arms’ length from reporting on what is happening in New Orleans is disturbing to me. The First Amendment is the bedrock of our society.

There are many blogs and other resources to help us understand what has happened and what is happening. I enjoy NBC anchor Brian William’s blog for unbiased coverage and the Technorati blog search tool is useful to find other voices.