Last October, I blogged about how Chairman Donaldson was showing all the signs of a being a short-timer. But he hung in there until yesterday, when he announced he was resigning effective June 30th. I believe his legacy will hold up quite well as an incredible amount of rulemaking – impacting all facets of the market – was adopted during his two and a half year tenure. Not bad for a man who never really wanted the job.

Of course, now the rumor-mill begins about his successor, who will step into a tenuous situation as the Commission has been divided over numerous crucial rulemakings in recent months? According to numerous media reports, the answer is Congressman Chris Cox (R-Cal.) and that the President will announce the appointment this morning. So much for suspense! This Washington Post article talks about how some of Donaldson’s reforms might be revisited by a Chairman who is more in line with President Bush’s themes.

Analysis of Delaware Court Decision re: Reach of California Law

More podcasts on the way, including this new podcast with Keith Bishop who analyzes – and provides insight into the ramifications of – the recent Delaware Supreme Court VantagePoint Venture Partners decision, including:

– Why is the Delaware Supreme Court interpreting the California Corporations Code?

– In what situations does California Corporations Code Section 2115 purport to apply?

– Is this a problem for all public companies?

– Now that the Delaware Supreme Court has spoken, can counsel safely forget about California’s reach-out statute?

– Should we expect any other fall-out from the Delaware Supreme Court’s decision?

Get Ready to Understand the SEC’s Comment Letter Database (and How to Best Couch Confidential Treatment Requests)

I am excited that a pair of key SEC Staffers, Corp Fin Deputy Director Shelley Parratt and Branch Chief Suzanne Hayes, has joined the panel for the June 16th webcast: “How to Navigate Tricky Confidential Treatment Requests.” Shelley will open the program to discuss the new SEC comment letter database – and Suzanne will join a group of practitioners that specialize in confidential treatment requests to deconstruct how to best prepare CT requests – which is an art more important than ever now that SEC comment letters and responses are posted on the SEC’s website.

This blog is the first evidence I have seen that members of the general public will be picking apart comment letters.

Looking for more water-cooler fodder? From Bob Dow of Arnall Golden, here are a few more interesting 404 disclosures:

– RCN Corp. has a weakness because it has equity investment for which it cannot obtain financial data

– Kelly Services did a restatement (related to lease accounting) but satisfied itself that this was not a material weakness

– Foster Wheeler also had a restatement, decided the restatement was not a material weakness, but had other material weaknesses leading to an adverse opinion (this one has one of the better set of control-related risk factors (2 of them) because they have some specific content; not just the usual boilerplate)

– Brightpoint initially gave a plain vanilla “clean” SOX 404 report; but after it filed its 10-K, it discovered errors and material weaknesses in its overseas operations – and in this 10-K/A it gave an updated, adverse SOX 404 report

Corp Fin’s New Address

For packages and other hard copies going to Corp Fin Staff, they can now be sent to Station Place, located at 100 F St. NE, Washington DC 20549.

June Eminders is Up!

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Arthur Andersen Case Reversed

Yesterday, the US Supreme Court unanimously reversed the conviction of Arthur Andersen and remanded the case, concluding that the jury instructions were flawed in important respects. Here is the Supreme Court list of slip opinions. Click on the Arthur Andersen LLP v. United States case to access the opinion.