August 23, 2005

Surprise! New Changes to the Form 10-Q Cover Page!

Yesterday, the shell company rules became effective – no big deal for many of us, right? Wrong! The shell company rules require all companies to include a new check box on the cover page of the following ’34 Act forms: Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB and Form 20-F. The new check box relates to whether the registrant is a “shell company” as defined in Rule 12b-2 under the ’34 Act.

A cursory review of the 10-Q filings made yesterday indicate that many are not aware of this new requirement. Thanks to Steve Quinlivan of Leonard, Street and Deinard for a heads up – and for his contribution of this Word version of the new Form 10-Q cover page. Note that the SEC has not updated this blank Form 10-Q on its website to capture this change.

Whistleblower Hotline Conflicts Overseas

Last week, I blogged about the quagmire regarding whistleblowing obligations under Sarbanes-Oxley that conflict with some legal requirements in Europe (including the fact that we have posted English translations of the related French court opinions). In this podcast, Miriam Wugmeister, Head of the International Privacy Practice of Morrison & Foerster, explains how the whistleblower hotline conflicts have arisen in France and what companies might consider doing now, including:

– How might companies find that their whistleblowing obligations under Sarbanes-Oxley conflict with laws of other jurisdictions, particularly what is going on in France?
– How does that compare with what is happening in Germany?
– Is there anything that companies can do now to resolve these conflicts?
– What is the Coalition for Global Information Flows?

NYSE Affirmations Due August 30th for Foreign Private Issuers

As a reminder, foreign private issuers listed on the NYSE must file their annual affirmations for the first time by a week from today, August 30th. US companies have already been through this drill at least once. The NYSE has a set of forms applicable to foreign private issuers that is different from those for US companies – scroll down halfway on this “Corporate Governance Documents” page from the NYSE site. Here are instructions about when the affirmation is due and other related tidbits.