January 20, 2005

Staff Legal Bulletin 14B in Action

The Jan-Feb issue of The Corporate Counsel is being printed and will cover many timely topics, including what to consider if 404 will delay your 10-K. It also touches on how the SEC Staff is applying SLB 14B, the Staff Legal Bulletin that addresses Rule 14a-8 issues.

A number of practitioners are still griping about what SLB 14B didn’t cover, such as the lack of a requirement for proponents to send the company a copy of anything they send to the Staff (which means that a company has to keep calling the Staff asking if the proponent has submitted anything). And the failure to address John Chevedden’s assertion that if he has to revise his statements, he is not bound by the 500 word limitation (or rather, that it starts a new objection period – which by that time typically runs into the company’s printing deadline).

We encourage those of our members who have not yet discovered the essential practical resources of The Corporate Counsel (and The Corporate Executive) to try it on a no-risk trial basis to get this important issue!

Carl on Shareholder Rights’ Agreements

I have posted the January installment of “Carl’s Corner,” which deals with Seller Obligations, Methods of Payment and Use of Insurance under Shareholder Rights’ Agreements.

Ban on Puppets?

In the local news category, today’s Presidential Inauguration is causing a fuss here in DC for its cost and scope. No one quite understands why there is a ban on puppets along the parade route today. Is that like Kramer’s fear of clowns?