TheCorporateCounsel.net Blog |
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Friday, May 02, 2003
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. For TheCorporateCounsel.net subscribers, we have posted an excellent interview with John Jenkins regarding the impact of Sarbanes-Oxley on small companies at http://www.thecorporatecounsel.net/member/InsideTrack/04_28_03_Jenkins.htm. Thursday, May 01, 2003
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. Wednesday, April 30, 2003
In a bizarre development, on April 11th, Senator Biden included an extensive "legislative history" of Sarbanes-Oxley in the Congressional Record. His submission includes views that are inconsistent with some current practices, such as the the prevailing view that Section 906 does not cover Forms 8-K and 6-K. We have posted this "legislative history" at http://www.thecorporatecounsel.net/member/Sarbanes/LegislativeHistory.htm. Yesterday, Sens. Barbara Boxer (D-Calif.) and John Ensign (R-Nev.) introduced a bill in the Senate that would delay enforcement of an upcoming FASB proposal that would require companies to treat stock options as expenses. The bill would direct the SEC to enhance financial disclosures of stock options - and then study the issue for 3 years before enforcing any new rules. A similar bill was introduced in the House last month. For TheCorporateCounsel.net subscribers, today is our "Regulation G Unplugged" webcast - see more at http://www.greatgovernance.com/programs.html#current. Monday, April 28, 2003
On Friday, the SEC reaffirmed the FASB as the accounting standards setter - and recognized the PCAOB as the auditing standard setter. See http://www.sec.gov/news/press/2003-53.htm and http://www.sec.gov/news/press/2003-52.htm. Today, the SEC announced its global settlement with Wall Street regarding analyst conflicts - see http://www.sec.gov/news/press/2003-54.htm. We have posted our May issue of TheCorporateCounsel.net Eminders at http://www.thecorporatecounsel.net/E-minders/. |
