November 28, 2006

More Notes from PLI’s 38th Annual Institute on Securities Regulation

We have posted more notes from PLI’s 38th Annual Institute on Securities Regulation, including notes from the following panels:

– Current Accounting and Auditing Issues
– New Proxy Disclosure Rules
– Current Disclosure Issues
– Q&A Picnic Lunch
– Public Offering Developments

These notes can be found in our “Conference Notes” Practice Area.

Another December Open Commission Meeting

With the highly anticipated December 13th open Commission meeting looming, the SEC announced yesterday that it will hold an open Commission meeting next Monday, December 4th, to consider whether to, among other actions:

– propose a new rule under the ’33 Act to revise the criteria for natural persons to be considered “accredited investors” for purposes of investing in certain privately offered investment vehicles;

– propose a new rule under the ’40 Act to prohibit advisers from making false or misleading statements to investors in certain pooled investment vehicles they manage, including hedge funds;

– propose amendments to Rule 105 of Regulation M that would further safeguard the integrity of the capital raising process and protect issuers from manipulative activity that can reduce issuers’ offering proceeds and dilute security holder value; and

– propose an amendment to the short sale price test of Rule 10a-1. In addition, the Commission will consider whether to propose an amendment to the “short exempt” marking requirement of Regulation SHO.

Coming Soon: Shorter Form 10-K Filing Deadline for Accelerated Filers

With a 60-day deadline coming up for accelerated filers, we have posted a new Time & Responsibility Schedule – courtesy of one of our advisory board members – in our “Proxy Season” Practice Area. Recently, ran this article about the shorter deadline, which notes that many expect that a number of companies will need to utilize Rule 12b-25 to meet the new 60-day deadline.