April 14, 2004

US Sentencing Commission Votes to

Yesterday, the US Sentencing Commission issued a press release about last week’s meeting during which the Commission voted unanimously to amend the existing organizational guidelines to make more stringent the guidelines’ criteria for effective compliance and ethics programs. The new amendments to the sentencing guidelines will be submitted to Congress by May 1st and will take effect November 1, 2004 – unless Congress disapproves them during a six-month review period.

In our “Sentencing Guidelines” Practice Area, there is a recent 24-page memo from O’Melveny & Myers about the guidelines – and more to come as this develops.

Retail Investors Communicating Online about their Voting Decisions

The ability for investors to communicate online easily about their voting decisions is an interesting concept that is being borne to fruition as told in my interview with Brian Heil and Mark Frigon of

Remember My Warning about Online Forms

A few months back, I blogged a warning about using online forms as many are outdated. Along those lines, Richard Rafferty of Haynes & Boone points out that the Schedule 14A on the SEC’s website – which was updated in March – doesn’t reflect the changes to Schedule 14A made pursuant to the SEC’s November release on “Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors.”

SEC Adopts Foreign Banking Exemption from 402 and Proposes No S-8s for Shell Companies

At an open Commission meeting yesterday, the SEC voted to adopt a rule that would exempt foreign banks from the insider lending prohibition of Section 13(k) of the ’34 Act – as added by Section 402 of Sarbanes-Oxley. The SEC also proposed rules that would prohibit shell companies from using S-8s and would require these companies to file a 8-K when they ceased being a shell that would include all the requisite information for registering a class of securities. The SEC wants to stop the practice of reverse mergers of private operating companies into shell companies.