July 16, 2008

Corp Fin’s New Regulation S-K CDIs: The Redlined Version

Everyone has been anxiously awaiting a redlined version of the SEC Staff’s new Regulation S-K Compliance and Disclosure Interpretations. This is no easy feat as there are no fewer than nine source documents. Thanks to Dan Adams of Goodwin Procter, we have posted this redlined version, with a heap full of caveats and qualifiers. In fact, all of these caveats can be lumped into one – the complexity of the task and the limitations of redlining software mean that you should proceed at your own risk when using it.

It’s just too big a job without the payoff required for volunteer labor to do it justice, but Dan did a great job in a short period of time. So consider it “bootleg” and just be happy to have it as a secondary source to your own eyeballing…

A “Wow” Moment: The SEC’s Emergency Freeze on Naked Short-Selling

During his testimony yesterday before the US Senate Banking Committee, SEC Chairman Cox revealed an emergency action aimed at reducing short-selling in the shares of Fannie Mae, Freddie Mac and 17 other financial firms, as the SEC will immediately begin considering new rules to extend those trading limits to the rest of the market. This comes on the heels of a SEC press release from Sunday – yes, Sunday (see Floyd Norris’ thoughts on that move) – that seeks to stem rumor mongering. We have posted memos on that announcement in our “SEC Enforcement” Practice Area. Here is the SEC’s press release regarding the emergency action, which is expected to go into effect on Monday.

As this WSJ article notes, the SEC’s plan is controversial. Here is a paragraph from that article: “It’s far from clear whether the move, which sparked a barrage of criticism, will curb the activity of short sellers. While its aim is to curb abuses, it also would add an additional layer of bureaucracy to legitimate transactions.” In fact, one member e-mailed me this thought: “This is a pretty drastic move. So much for the free market.”

Nasdaq Speaks ’08: Latest Developments and Interpretations

We have just posted the transcript from our webcast: “Nasdaq Speaks ’08: Latest Developments and Interpretations.”

– Broc Romanek