July 20, 2005

Get Ready to Rumble! ’33 Act Reform Adopting Release & Webcast Series

Yesterday, the SEC posted the 468-page adopting release for its ’33 Act reform; the text of the rules and amendments begin on page 306. The SEC’s site ran slow yesterday as everyone rushed to print it off. I guarantee that I will not receive a gold star for being the first one to read it all.

Just announced! As promised, here is our special series of webcasts that will drill down into how the new ’33 Act reform will change how we do deals. The overall series is designed to separately analyze how each specific type of deal will change, rather than provide a broad overview of the reform. Here is what the series looks like at this point:

“Drilling Down: Doing a WKSI Deal After the ’33 Act Reform”; on September 8th featuring Jack Bostelman of Sullivan & Cromwell; John Huber of Latham & Watkins; David Martin of Covington & Burling

“Drilling Down: Doing an IPO After the ’33 Act Reform”; on September 14th featuring Justin Bastian of Morrison & Foerster; Steve Bochner of Wilson Sonsini, Goodrich & Rosati; and Michael Wishart of Goldman Sachs

“Drilling Down: Seasoned/Unseasoned Issuers and Voluntary Filers Doing Deals After the ’33 Act Reform”; on September 22nd featuring Brian Lane of Gibson Dunn & Crutcher; Richard Langan of Nixon Peabody; and David Miller of Faegre & Benson

A Look Back at the 2005 Proxy Season

Here is an interesting article from ISS about the recent proxy season. Fewer shareholder proposals and proxy contests, so maybe we already hit the activist high water mark? Or is activism coming in more flavors these days…

It’s Not How You Disclose It, It’s How You Fold It!

With all of the attention being placed on what must be disclosed, one member shared a recent decision by the National Credit Union Administration to deny conversion of a credit union (Community Credit Union of Plano, Texas) to a mutual savings bank – one reason for the NCUA’s denial was that the credit union had failed to properly fold the disclosure materials in their envelopes.

From what I hear, the NCUA is doing whatever it can to prevent credit unions from converting to mutual savings banks (in essence, a regulatory turf war – the NCUA doesn’t want to lose constituents). Recently, I hear the NCUA has been more stringently applying its limited disclosure rules (see Part 708a of the NCUA Regulations for those rules) and has used its review process to place more obstacles in the path of credit unions seeking converting, such as this “folding the disclosure materials” deal killer.

Sadly enough, folding disclosure materials isn’t too far off what many of us agonize over on a regular basis – who hasn’t debated at length about the relative placement of disclosures, such as the order of risk factors? One old-timer reminds us that before EDGAR, we used to have serious arguments about how to staple SEC filings! Them were da days!