May 5, 2008

Obtaining Staff Guidance: No-Action, Interpretive and Exemptive Requests

We just put the finishing touches and mailed the March-April ’08 issue of The Corporate Counsel, which includes guidance on the process for obtaining issuer-specific and interpretive guidance from the Corp Fin Staff. For those that haven’t tried a no-risk trial, try one now to get this issue rushed to you. In an upcoming issue, we will discuss the process for obtaining informal legal guidance and relief from Corp Fin’s Office of the Chief Accountant.

The March-April ’08 issue includes analysis of:

– Obtaining Staff Guidance Today
– Staff Response Process
– What Staff Relief Means
– The New 8-K Item 5.02 CDIs
– Current Disclosure of Cash Bonus, Etc. Plans (Item 5.02(e))
– Officer and Director Appointments, Resignations, etc. (5.02(b)–(d))
– Bebchuk’s Shareholder Proposal—Follow-Up
– Expect More Full 1934 Act Reviews
– Non-AFs—Failure to Include the SOX 404(a) Report in the 10-K
– SEC–0; Short Sellers–3—More Thoughts on Mangan, Etc.

Happy 6th Anniversary to Me!

Today marks six full years of blogging for me. It’s definitely personally and professionally rewarding, but it can tend to rule your life (but doesn’t cause death like this NY Times’ article intimates). That’s why I’m so glad Dave joined me on this blog last year.

And I’m excited that Steve Haas of Hunton & Williams has joined me on the blog. On Friday, Steve posted his first entry. Any other M&A practitioners out there interested in blogging? I’m hoping to add a half-dozen others willing to post something once or twice per month. If interested, give me a buzz or email me. You too can “be somebody”!

Nasdaq: Housekeeping the Rules

Recently, Nasdaq submitted a proposal to the SEC that would reorganize the rules applicable Nasdaq-listed companies. These rules would be moved from the Rule 4000 Series of the Nasdaq manual to the Rule 5000 Series – and would not change the substance of any rule. According to Nasdaq, the reorganization is necessary because the rules have become complex over time and difficult to navigate.

I applaud the Nasdaq for recognizing the need to clean up its “house.” We are in the process of doing the same for our sites, which have grown heavy with content over the years and are in need of some reorganization. Recently, and have undergone a “tune up.” Let us know if you have suggestions about how improve our sites.

– Broc Romanek