January 18, 2005

Latest Developments on Section 11 Liability

Aside from being the first Section 11 decision worth reading in 35 years, the December opinion in the WorldCom litigation is the first important decision on Section 11 and its application to shelf offerings. Learn more in this excellent interview with John Jenkins on Latest Developments for Underwriters’ Due Diligence Defense.

I haven’t seen anyone else talk about this important decision – so I consider this is a “must” read. I blogged about this 159-page opinion from Judge Cote a few weeks back.

Poison Pill Developments

On, I just posted this informative interview with Bill Lawlor on Poison Pill Developments. Among other developments, Bill analyzes what companies might consider when faced with shareholder opposition to provisions in their pills during the proxy season.

Small Business to Get Internal Controls Relief from COSO

Last week, the Committee of Sponsoring Organizations (COSO) announced that it will develop guidance that will help small companies follow the new internal control rules without breaking their budgets. The new guidance, which will be produced by PricewaterhouseCoopers, will be available online by June 30th. COSO estimates that 5,000 companies with annual sales of less than $200 million can be helped from the upcoming guidance.