TheCorporateCounsel.net

Last week, I was on the road in the Midwest to speak to a few groups about a variety of topics. These topics generally related to what I call the inevitable convergence of a number of disciplines. Before you know it, I believe the IR and corporate governance departments will merge within companies – with disclosure lawyers also becoming a part of that combination. Don’t forget: with the SEC’s e-proxy rulemaking a year ago, the government explicitly recognized that many shareholders will look to corporate websites for information about their investments. I believe many of us will have to develop skill sets that we currently don’t have.

One of these skill sets is broadening our “journalistic eye” and joining the “conversation” that is happening online. I know many of you will chuckle if I predicted that at least 50% of the folks reading this blog will one day be bloggers – but I really feel that’s not too outrageous a statement. (More on all this high-minded theory some other day.)

A case in point is the new “Dell Shares” blog, where members of Dell’s IR department take turns blogging about IR issues. Very interesting and Dell is to be applauded. Taking a page from Sun Microsystems and other tech companies, Dell has a number of employees blogging (and even discussion forums on their site). Here is the popular “Direct2Dell” Blog, which focuses on the company’s products and services (and is available in Spanish, Chinese and Norwegian).

My pet peeve with Dell Shares is the disclaimer that Dell’s IR department forces us to click-through to get to its blog. As I commented on Dell Shares, I find it ironic that the IR department forces us to click through a disclaimer when the other Dell blogs don’t have such a disclaimer – given that Dell’s IR department likely is much more sensitive to what they should or shouldn’t be blogging than others within the company. Don’t let that stubborn lawyer voice within you place unnecessary obstacles to allowing yourself or others to be a part of the growing worldwide “conversation.”

The NYSE’s Annual Letter to Listed Companies

Yesterday, the NYSE sent its annual letter to listed companies to remind them of their of annual compliance requirements (there is a separate letter for foreign private issuers). The letter mentions that the NYSE’s proposed corporate governance rule changes are still pending before the SEC and they continue to discuss them with the Staff.

The NYSE also updated its “2008 Notification of Record and Stockholder Meeting Dates,” which listed companies should use to notify the NYSE of their record and meeting dates.

The FASB Codifies GAAP!

Wouldn’t it be cool if the FASB codified GAAP? Impossible? No, it’s being done (and I imagine it has to be done if the SEC’s XBRL taxonomy project is to be accurate). On Wednesday, the FASB issued this press release to launch the one-year verification phase of the FASB Accounting Standards CodificationTM (Codification).

During the verification period, constituents are encouraged to use the online Codification Research System to research accounting issues and provide feedback on whether the Codification content accurately reflects existing GAAP. The Codification content is not yet approved as authoritative so take it with a grain of salt. And you have to register as a user to try it out (even though its free).

– Broc Romanek