April 29, 2004

Snafus in Form ID E-Filing

I have heard members complain about a number of snafus related to the new mandatory e-filing of Form IDs that commenced Monday. In hindsight, the SEC might have been better off with a phase-in period to work out the kinks.

The most trouble appears to occur in the area of “notarized authenticating documents.” For example, when you fax in your signed authentication, do not use the print version of the Form ID – you need to use the online version of the form or the SEC’s system will reject it.

Thanks to Ruth Kaufman of RR Donnelley, below is an excerpt of what Donnelley sent to clients regarding notarized authenticating documents:

“The SEC has added one additional step to the Form ID process. The SEC now requires applicants to fax to the SEC (202.504.2474 or 703.914.4240) a notarized authenticating document within two days before/after the
electronic filing of Form ID. The fax must include the accession number of the electronically filed Form ID if the electronic filing preceded the fax.

Examples of how to comply with the authenticating document requirement:

“I [name of applicant] hereby confirm the authenticity of the Form ID [filed on] / [to be filed on] [specify date] containing the information contained in this document.”

One way to satisfy the authenticating document requirement after electronic filing, would be to use a print-out of the Form ID application acknowledgment generated by the EDGAR Filer Management website. To use the printout to satisfy the requirement, the applicant must notarize the printout and add an authenticity confirming statement. Before faxing the printout, the applicant also should make illegible the passphrase that appears on it (as it should be kept highly confidential).

The adopted amendment, unlike the proposed, also includes a requirement to place in the notarized authenticating document the accession number of the related electronic Form ID filing when electronic filing occurs first.”

Transcripts are Up!

For NASPP members, we have posted the transcript regarding “The FASB’s Expensing Exposure Draft—What it Says and How to Implement It. “

For members, we have posted the transcript regarding “The Many Faces of Director Independence.”

Controlled Companies Exceptions

Yesterday, the WSJ ran an article that contained criticism of the fact that some controlled companies have taken advantage of the exceptions in the new SRO governance standards regarding director independence. I’m not convinced the criticism is warranted in all cases – rather, true independence is what counts regardless of relationships, etc.

Anyways, we have updated our “Controlled Companies” Practice Area to include links to the proxy statements of 30 controlled companies.