January 24, 2008

Smaller Companies: How Your 10-K Changes This Proxy Season

Catch today’s webcast – “Smaller Companies: How Your 10-K Changes This Proxy Season” – to hear Dave Lynn, John Jenkins and Harry Pangas discuss how to prepare your Form 10-K this proxy season, with a focus on what changes you need to make this year due to the SEC’s new rules and regulations for smaller companies.

Unlike our other webcasts, this one was taped in advance so you can listen to it at anytime (and there will be no transcript). And you will also want to review these “Course Materials,” which consist of practice pointers that the panelists put together. Some good stuff!

Finally, Dave has put together the latest installment of our challenge to you: “Pro or Troll #4: New Smaller Reporting Companies Rules.”

Head’s Up for Smaller Companies: Read the Actual Rule Text

A member recently alerted us to a possible glitch in the SEC’s adopting release for smaller company regulatory relief and simplification. In the release, the SEC stated that Item 407 of Regulation S-K was being amended to provide that “smaller reporting companies are: “… Not required to provide an Audit Committee Report until the first annual report after their initial registration statement is filed with the Commission and becomes effective.”

However, the actual amendments to Item 407 don’t refer to the Audit Committee Report – instead, they refer to disclosure regarding the Audit Committee Financial Expert. I think the actual amendments are correct since the intent of the rules is to provide that the disclosure regarding Financial Experts required by Item 407(d)(5) will not be required for a smaller reporting company in its 1st annual report following the effective date of its first registration statement. Smaller reporting companies will be required to provide Audit Committee Reports.

Practice Tip: For both the SEC’s adopting and proposing releases, don’t forget to read the rule text near the end of the releases rather than rely on the narrative description of them in the forepart. After all, the rule text is what we all have to live by, long after the adopting release is mostly forgotten…

News from San Diego: Recap of Corp Fin Efforts

Yesterday, Corp Fin Director John White delivered this speech at the Northwestern Conference in San Diego. It provides a recap of all the SEC’s ongoing efforts. In two weeks, get some expert perspectives from outside the SEC on what the Staff is up to (and has been doing recently) in our webcast: “The ‘Former’ SEC Staff Speaks.”

I hear that Staffer Shelley Parratt had an interesting panel in which she said there have been a lot of questions about how companies can find out which AD group (ie. industry group in Corp Fin’s “operations”) they are in. There is information on the Corp Fin web page – but it can be confusing so the Staff plans to make it easier to use. Don’t forget our handy “Corp Fin Organization Chart.”

– Broc Romanek