Congrats to Barry Summer, Dennis Muse and Paul Belvin for being named new Associate Directors in Corp Fin yesterday. Barry (a lawyer) and Dennis (an accountant) are long-time – and well deserving – staffers. Paul is rejoining the staff for the third time from Akin Gump – Paul was in Corp Fin a few decades ago and also served as Counselor to Commissioner Norm Johnson in the late ’90s (Paul gives hope to guys like me who also would like to resurface on the SEC’s steps for a 3rd time someday).
It took the staff quite a while to find a replacement for Bill Tolbert – much less three replacements! Bill serves on tomorrow’s 8-K webcast panel. Speaking of which…
Tomorrow’s highly anticipated webcast – “Overcoming the Challenges of Real-Time Disclosure” – has elicited so many questions from members that we have extended the time allotted to it. Now, it will run from 4:00 until 5:15 pm eastern.
Join Ron Mueller of Gibson Dunn; David Martin of Covington & Burling, Bill Tolbert of Jenner & Block and Stacey Geer of BellSouth Corporation as they analyze a host of open interpretive issues – as well as how different disclosure determinations will be made going forward; what diligence, documentation and processes should be used when making these new determinations, and whether the new safe harbor is really “safe.”
If you have been grappling with an issue related to this rulemaking, please send me an email at firstname.lastname@example.org – and I will try to have the panel address it.
“You Are the Weakest Link” Disclosure
If you handle SEC filings for your company, here is some internal control deficiency disclosure from Item 4 of the recent 10-Q filed by Progress Energy that should wake you up – the ole “human performance error”:
“Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, Progress Energy carried out an evaluation, with the participation of Progress Energy’s management, including Progress Energy’s President and Chief Executive Officer, and Chief Financial Officer, of the effectiveness of Progress Energy’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Progress Energy’s President and Chief Executive Officer, and Chief Financial Officer concluded that Progress Energy’s disclosure controls and procedures are effective in timely alerting them to material information relating to Progress Energy (including its consolidated subsidiaries) required to be included in Progress Energy’s periodic SEC filings.
These officers noted that after the end of the period covered by the report, Progress Energy was late in filing a Form 8-K pursuant to Item 11 of that Form (Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans). The filing relates to notice to Section 16 insiders informing them of the prohibition of trading in the Company’s securities during an upcoming 401(k)blackout period. Notice was given to all Section 16 insiders regarding these trading restrictions well before the blackout period commenced. The President and Chief Executive Officer, and Chief Financial Officer have confirmed that procedures were in place identifying this filing requirement and allocating responsibility for notification to the appropriate personnel, and that this late filing was the result of a human performance error, not a process deficiency.
There has been no change in Progress Energy’s internal control over financial reporting during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, Progress Energy’s internal control over financial reporting.”