November 3, 2004

No Chaperone is Necessary!

Just reading over the FAQs that Market Reg issued yesterday about the Global Research Settlement – and can’t help but chuckle over the answers that address situations where a chaperone might be necessary. And you wonder why investors have lost confidence in our markets.

For example, FAQ 28 deals with “Can both Research and Investment Banking personnel participate in social and athletic events organized in connection with a conference?” and the answer gets into influencing of seating arrangements.

Friendly Advice on Nasdaq Staff Reviews

Over the past year or so, I have occasionally blogged when the Nasdaq has updated its PDF of formal interpretative letters (the Nasdaq keeps all of their interpretative letters combined into one PDF – an awkward format). The Nasdaq will issue a letter to issuers for a fee of at least $2,000. In August this year, Nasdaq posted a large number of helpful new interpretative letters that address a number of director independence and shareholder approval issues.

Suzanne Rothwell of Skadden Arps reminds us that it remains important that – regardless of whether a Nasdaq interpretative letter is on point and indicates that shareholder approval is not required in a situation – Nasdaq companies and their counsel should contact Nasdaq staff for at least an informal review of any situation involving an issuance of securities where it is believed that shareholder approval is unnecessary.

The same advice applies in the case of director independence issues. Since Nasdaq’s interpretative letters are entirely fact-specific, any change to the facts (some of which may not be reflected in the the applicable interpretative letter) may change the outcome.

The Passing of Milton Cohen

On October 30th, the legendary Milton Cohen passed away. Mr. Cohen was one of the seminal figures in the history of the SEC, from his start at the Commission in 1935 – just after its founding – to when he became Corp Fin Director in 1942.

He returned in 1961 to head a group that published a 6-volume set, which became the cornerstone for the integrated disclosure system that was eventually adopted. He then published one of the most influential law review pieces ever – “Truth in Securities Revisited” – which set forth the principles that underpin the ’33 Act reform that was proposed just last week. The SEC has posted a statement in his honor.