April 22, 2004

Samples Reflecting Top Disclosure Trends

In our “Proxy Season Resource Center,” we have pulled disclosures from recent filings to give a window into what companies tend to be disclosing in five hot areas in “Top Disclosure Trends From This Proxy Season.” These hot areas include:

– Shareholder Communications with Directors
– Audit Committee Financial Experts
– MD&A Overview
– Executive Perks
– Qualified Legal Compliance Committees

By the way, all 20 of the most widely-held companies have now filed their latest 10-Ks and proxy statements as reflected in our list of links to the proxy statements and 10-Ks for the 20 most widely held companies.

SEC to Propose New Asset-Backed Registration & Reporting Framework

The SEC will consider proposing an overhaul of registration, disclosure and reporting requirements for asset-backed securities at an open Commission meeting on April 28th. The proposals will relate to four primary regulatory areas: ’33 Act registration; disclosure requirements; communications during the offering process; and ongoing reporting under the ’34 Act.

This has been in the works in Corp Fin for about a decade as the ABS market has grown enormously and is quite a complicated project as ABS issuers have been putting a “square peg through a round hole” for quite some time. Hats off to the staffers who slugged this one! If all the staffers who had ever worked on the project were named, I would imagine they would number about 2 dozen. I even worked on the project as a staffer briefly back in ’97, didn’t I Knute?

Yes, Private Companies Also Getting the “Treatment” from Auditors

One member – who is at a law firm – forwarded a legal opinion request from one of the Big 4 in connection with a new audit of a privately held company. Even though the private company was seeking just a routine audit – there was no registration statement or offering involved – E&Y asked the CFO to obtain a legal opinion from outside counsel that the company is duly organized, what the capitalization is, etc. Any other interesting stories to share?