TheCorporateCounsel.net

A member asked me to run a poll on whether folks thought that Apple CEO Tim Cook’s email to CNBC host & fund manager Jim Cramer about China trends violated Reg FD. The facts as we know them are semi-sparse. This MarketWatch article contains some scant Reg FD analysis – as well as a copy of CEO Cook’s email.

Take a moment to participate in this anonymous poll:

Corp Fin Updates Financial Reporting Manual: How Delinquent Filers Can “Catch-Up”

Yesterday, Corp Fin posted an updated Financial Reporting Manual to provide guidance about how delinquent filers can make a “catch-up” filing. This guidance seems to reflect the long-standing position taken in Corp Fin’s Office of Chief Counsel about how companies that haven’t filed their ’34 Act reports in a long time can come back into compliance without filing all of their missed reports (since most of those missed reports would provide little value to investors at this point). Read Section 1320.4 of the Manual – but the guidance essentially is that Corp Fin has the discretion to allow a company to catch-up:

– By filing the last due Form 10-K (with “all material information that would have been included in those filings”) and any subsequent 10-Qs due since that last 10-K (the Manual doesn’t mention the 10-Qs but that is the Staff’s position)
– This discretion doesn’t absolve the company of any potential liability it has for being delinquent (nor preclude SEC Enforcement action)
– Catching up this way doesn’t mean that the company is now “current” for S-3/S-8/Rule 144 or Reg S purposes “until it establishes a sufficient history of making timely filings”

Jeff Riedler is retiring next week as Assistant Director of AD1’s Office of Health Care and Insurance.

October Conference Hotel Nearly Sold Out; Yesterday’s “Pay Ratio Workshop” Archive Available!

As it typically does a few months ahead of the event, our conference hotel in San Diego – the Manchester Grand Hyatt – is nearly sold out. We have procured an overflow hotel next door – the San Diego Marriott Marquis – for which you can obtain comparable room rates if you reserve online thru this page. But you’ll want to try the Manchester Grand Hyatt first – obtain a discounted rate there by following these instructions. This hotel relates to our popular conferences – “Proxy Disclosure Conference” & “Say-on-Pay Workshop” – to be held October 27-28th in San Diego and via Live Nationwide Video Webcast.

Those conferences are paired with the audio archives that are up from yesterday’s “Pay Ratio Workshop.” You can register at anytime to gain immediate access to these archives and also gain access to our October pair of conferences. Register Now! Here’s a list of the archived 9 panels for the “Pay Ratio Workshop”:

– “Overview: The Final Rules”
– “Getting Ready for Compliance: Sampling & Other Data Issues”
– “Streamlining Your Compliance Efforts”
– “Board Presentations: What To Tell Boards Now”
– “Disclosure: Handling the Transition Period”
– “Parsing Model Disclosures: US-Only Workforces”
– “Parsing Model Disclosures: Global Workforces”
– “Parsing a Recent Pay Ratio Disclosure”
– “How to Handle PR & Employee Fallout”

– Broc Romanek