TheCorporateCounsel.net

September 7, 2005

Drilling Down: Doing a WKSI Offering After the ’33 Act Reform

Join us tomorrow for the webcast – “Drilling Down: Doing a WKSI Offering After the ’33 Act Reform” – featuring Jack Bostelman of Sullivan & Cromwell; John Huber of Latham & Watkins; David Martin of Covington & Burling.

Prepare by reviewing the vast amount of materials available in “Securities Act Reform Memos” – in particular, look at the memos provided by the panelists’ firms:

Sullivan & Cromwell’s 110-page memo (with some fabulous charts at the back) – or this shorter S&C memo
Latham & Watkins’ memo (nice creative title – Christmas in July)
Covington & Burling’s memo (like the usable Q&A boxes)

The Future of the SEC’s Civil Injunction Authority

Lots of talk still about the recent SEC v. Smyth case I blogged about last week. In this podcast, Jay Dubow, a Partner with Wolf, Block, Schorr and Solis-Cohen and former SEC Enforcement Staffer, analyzes the importance and ramifications of this 11th circuit decision, including:

– What happened in the recent 11th Circuit decision in SEC v. Smyth?
– How does the decision question the enforceability of the SEC’s civil injunctions?
– How is this decision different from decisions in other courts?
– What do you think the SEC will do in response to SEC v. Smyth?

September E-Minders is Up!

We have posted the September E-Minders for your reading pleasure. It’s amazing how much change still occurs on a monthly basis. That’s gotta end at some point, right?

Comment Letters on Option Expensing

The NASPP has submitted a comment letter to the FASB regarding grant dates (see this blog regarding why). I understand that the Society of Corporate Secretaries & Governance Professionals and other organizations will also be submitting letters on this topic soon.

On an unrelated note, the Council of Institutional Investors has submitted a letter to Thomson Financial regarding the use of option expenses in consensus estimates. Apparently, Thomson Financial is considering providing two consensus estimates, one including and one excluding option expense – and the CII wishes that Thomson Financial only provide consensus estimates including option expense (after an initial transition period) as part of Thomson’s widely-followed First Call estimates.