TheCorporateCounsel.net

Regarding my apology yesterday for a perceived gaffe, my alter ego here – Keith Bishop – thinks that I have been too hard on myself. Keith says, “I had understood that the issue was screenings to analysts and that is what you wrote in your blog. If the pre-screening was available exclusively to analysts, then that element of Regulation FD would seem to have been met. (In fact, I was inferring, perhaps incorrectly, that the investigation involved pre-screenings given to analysts exclusively.) If others were invited to pre-screen the movie with the analysts, then wouldn’t the issue be whether the presence of the non-FD people resulted in simultaneous public disclosure?”

Keith goes on to note that “even if one gets past the issues of whether there has been (1) disclosure of information to Ref FD listed people; and (2) no simultaneous public disclosure, then one still must deal with the question of whether the pre-screening resulted in disclosure of material, non-public information about the issuer or its securities. I doubt that the SEC could reasonably take the position that it is the movie concept, my guess is that this has been broadly disseminated in trailers and other promotions. Thus, it would hardly fit within the meaning of nonpublic. If it is the actual quality of the movie as revealed by the screening – isn’t this a judgment formed by the analyst and not the disclosure of non-public information? How can the issuer disclose to the analyst what the analyst thinks about how a movie will do?”

The NYSE CEO “Agenda”

Recently, the NYSE released its first annual NYSE CEO Agenda. This “agenda” is based on a survey of the CEOs serving at 100 large companies – and states that 42% of the respondent CEOs said overregulation tops the list of challenges over the next five years.

Liability Issues for Directors of Insurance/Financial Companies Today

In this podcast, Jim Brown, President of Risk Consultants, LLC and former Louisiana Insurance Commissioner, explains how directors of insurance and financial-oriented companies face increasing liability exposure today, including:

– Explain your controversial career in Louisiana as Insurance Commissioner, including the problems you faced and the number of companies you had to shut down.
– What kind of responsibility and exposure do directors of financial institutions, insurance, banking and the like, have under new state and federal laws?
– How do you find the insurance business climate in the U. S. today? Are there numerous foreign investors? How does this climate affect the cost of insurance to business in the US?

I taped this podcast with Jim late last week before the hurricane hit and we all hope he is alright.