July 17, 2008

Reminder: Some Shelfs Begin Expiring in December

As part of the changes wrought by the SEC’s securities offering reform in 2005, some companies now need to refile some shelf registration statements at least once every three years. As a result some shelf registration statements will begin to expire on December 1st – the three year anniversary of the reform rules’ effectiveness. In this memo, Goodwin Procter lays out which companies should begin taking action to avoid potential timing problems that may affect their ongoing market access – and what specific planning steps there are to keep shelfs up and running.

Corp Fin Goes “Live” with Shareholder Proposal No-Action Letters

Yesterday, Corp Fin posted the no-action letters relating to Rule 14a-8 that it processed during the recent proxy season. These letters include any responses provided by the Staff after January 1st of this year (and incoming request going back as far as October ’07). We should expect to see new 14a-8 no-action letters posted going forward – although not likely on a real-time basis during the proxy season given the burden involved in doing so when they get bunched up like they do…

Nasdaq’s Index of Listing Council Decisions

Yesterday, Nasdaq posted a new master index for all of the decisions of the Nasdaq Listing and Hearing Review Council. This is the appellate body that hears appeals of decisions by the Listing Qualifications Hearings Panels to delist or deny listing to a company. The decisions from 2002 forward are summarized on the website.

– Broc Romanek