August 29, 2006

Some Important Conference Information

Only two weeks left until the blockbuster conference – “Implementing the SEC’s New Executive Compensation Disclosures: What You Need to Do Now.” Many of you are making the trek to Washington DC – and even more are will be taking in the Conference online (either live on September 11-12th or by archive). Here is check-in information if you will attend in DC – and here is testing information if you plan to watch by video or audio; you definitely should test in advance of the Conference to ensure that you have either Windows Media Player or RealPlayer properly installed.

We also gently remind you that only persons registered to attend are entitled to use an ID and password to access the Conference. In other words, it is illegal to share your ID and password with anyone else inside (or outside) your office – as well as a violation of the terms & conditions of attending the Conference. If you share your ID and password with someone that is not registered – you not only will lose access to the Conference, you also will not be entitled to a refund. If you feel the urge to share, you should upgrade your license now to accommodate more people – our HQ will apply any money you already spent on a license towards a larger one.

Unfortunately, we will be monitoring for this illegal activity. For some reason, people forget that stealing online is still stealing (remember the “Napster days” are long gone). You might recall that a few years back, Legg Mason was hit with a $20 million dollar judgment because its employees were sharing IDs/passwords for an online service.

Impact of ’33 Act Reform on M&A

In this podcast, Jim Showen of Hogan & Hartson analyzes the impact of the SEC’s ’33 Act reform on M&A transactions, including addressing these questions:

– It’s my understanding that the SEC’s securities offering reform rules that went into effect last December specifically do not apply to M&A transactions. Yet I have heard that there may be a couple of important considerations stemming from those rules that M&A practitioners ought to keep in mind. What are those?

– Since the WKSI test involves primarily size and compliance by the issuer – and acquisitions would presumably always make the company bigger – how could an acquisition cause a company to lose its WKSI status?

– How does the securities offering reform rules work in tandem with Regulation MA during the pendency of a registered merger?

Broadening of the SEC’s Direct Registration System

Recently, the SEC adopted rule changes from the NYSE which would mandate that listed companies become eligible to participate in a Direct Registration System. Nasdaq and Amex have filed similar rule changes, which have been adopted by the SEC. The DRS has been in pilot program mode for years.

These three sets of rule changes provide for lengthy transition periods and there are some exceptions. Note there are differences in wording among the SEC orders, such as requiring certain listed securities to become eligible – versus requiring listed companies to become eligible.