February 18, 2004

How You Should Communicate With

I have spent a bit of time blogging how shareholders can communicate with directors – but perhaps even more important is how the corporate secretary and other members of management communicate with directors.

Learn more on this topic from my interview with Richard Parr, Executive Vice President and General Counsel of Concentra on Communicating With Your Directors. Among Richard’s interesting comments is how his company built a “home-grown” extranet for the board.

Corp Fin Speaks on Asset-Backed Securities

Jeff Minton from Corp Fin’s Office of Rulemaking recently addressed an asset-backed audience at the American Securitization Forum conference in Arizona. As reported in this excellent Thacher Profitt memo, it appears that the SEC staff is actively working on its long-standing project to develop a registration & reporting framework that is tailored to the asset-backed industry (hey, this project is so old that I briefly worked on it back in ’97 when I was on the staff).

Based on Jeff’s comments, it appears that the SEC staff is leaning towards using S-3 rather than creating a new form for registration of securities – and that presently there is an unacceptably high level of ’34 Act reporting non-compliance by ABS issuers (e.g. over half of 10-Ks from ABS issuers that were reviewed by the staff were not timely filed).

Another common problem is the failure of ABS issuers to file under the correct EDGAR serial number – a byproduct of each depositor having multiple trusts, each with their own ’34 Act numbers. And all of this is partially due to the fact that securitization lawyers typically don’t know the securities law as well as securities lawyers, as could be expected.

Doonesbury Talks about “Risk Factors”

You know that SEC filings are becoming part of middle America when Doonesbury references annual reports and risk factors. Today’s cartoon notes that Halliburton lists Dick Cheney as a risk factor. However, this is not true – a recent S-3 mentions the SEC investigation as a risk factor but does not identify Cheney by name. Last year’s 10-K doesn’t even have a risk factor section.