December 9, 2003

SEC Comment Letters Online: The

Last week, GSI Online—sponsor of the LIVEDGAR database—rolled out a new product that consists of public access to SEC staff comment letters. The database appears to be comprised of hundreds – if not thousands of – letters that GSI has obtained through a massive FOIA request and includes requests for correspondence between the SEC staff and a wide range of companies (including companies that were part of the SEC’s Fortune 500 review project). This includes public access to both SEC comment letters and the responses.

For members, we have posted an interview with Thad Malik and Bill Tolbert of Jenner & Block on SEC Comment Letters in the Public Domain – including information about what Alan Beller said at this weekend’s ABA meeting on this topic regarding confidentiality requests and more. We also have started posting law firm memos on this topic in E.18 of our “Sarbanes-Oxley Law Firm Memos.”

While SEC comment letters have always been subject to FOIA requests, this facilitated ability to access – and word-search – them may well chill communications between the SEC staff and the corporate community. And Milberg Weiss certainly won’t be opposed to such a development…

Sample MD&As

Although it was against my nature – due to my training on the SEC staff to never endorse specific disclosure – we have posted samples of specific MD&As that we thought were pretty good in certain areas (we included brief notes about what we thought were good about them). This was part of another update of the checklist in our “Proxy Season Resource Center” during which we have added several dozen more factors to consider in drafting a MD&A.

This is all in preparation for tomorrow’s webcast on “The New MD&A”. Tune in to hear Stacey Geer of BellSouth; Karl Groskaufmanis of Fried Frank and Ron Mueller of Gibson, Dunn.

AMEX Governance Listing Standards Approved

Better late than never, the SEC has approved the final AMEX governance listing standards (note that this SEC release is on our site, but not the SEC’s site yet).