December 6, 2005

French CNIL Issues Final Whistleblower Guidelines

Last month, I blogged about the French data protection agency – the CNIL – issuing draft guidelines that could resolve some of the conflicts in the whistleblower area between Sarbanes-Oxley and EU data protection laws.

Last week, the CNIL issued final guidelines and we have posted a redlined versions of them – translated into English – in our “Whistleblower” Practice Area, marked from the draft guidelines. Much thanks to Mark Schreiber of Edwards Angell Palmer & Dodge LLP Boston for those!

In addition, Mark and his partner Jeff Held have conducted this podcast to provide analysis of what the final guidelines mean, including how US companies can now comply with both US and French law simultaneously.

Speaking of France…

Just flew back from a long weekend in Paris (my wife’s b-day present); my first trip there and it was unbelievable. I need to get out more! Found cheapie plane tickets – taxes cost more than the flights!

SEC to Act: Accelerated Filers, Best Price Rule and Deregistration of FPIs

The SEC announced yesterday that it will hold an open Commission meeting next Wednesday, December 14th at 10 am, to consider the following three items:

1. The adoption of the proposed amendments to the “accelerated filer” definition in Rule 12b-2, the new definition of “large accelerated filer” and the proposed amendments to the final phase-in of the Form 10-K and Form 10-Q accelerated filing deadlines. We have posted numerous law firm memos on the accelerated filing definitions and deadlines.

2. The long-awaited proposal of amendments to the “best-price rule” (Rule 14d-10) for issuer and third-party tender offers. According to the Sunshine Act notice, the proposals “would clarify that the best-price rule applies only with respect to the consideration offered and paid for securities tendered in a tender offer and should not apply to consideration offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with employees or directors of the company that is the target of a third-party tender offer.”

3. The proposal of a new rule that would enable foreign private issuers to terminate their Exchange Act registration and reporting obligations and the proposal of a rule amendment that would apply the exemption from Exchange Act registration under Rule 12g3-2(b) to a class of equity securities immediately upon the effective date of the issuer’s termination of effectiveness regarding that class of securities.