October 23, 2008

Economic Crisis Impacts: Disclosure in 1934 Act Reports

In the September-October issue of The Corporate Counsel – which was just mailed – the primary focus is on issues you need to consider for your upcoming Forms 10-Q and 10-K. It’s a great issue, which includes pieces on:

– Economic Crisis Impacts: Disclosure in 1934 Act Reports
– More Meltdown Fallout—Falling Share Prices Can Affect S-3 Eligibility, WKSI Status, Listing
– SEC Regulation of Investment Banking—R.I.P.
– Legal Opinions in Rule 14a-8 No-Action Letter Requests
– Rule 701 Heads-Ups—Measurement Date(s) for Restricted Stock/RSUs
– New 1934 Act CDIs—Staff Confirms 10-K Delinquency Date Where Issuer Doesn’t File Proxy Statement Within 120 Days After Yearend
– The Recent Short Sale Ban—Impact on Counterparty Transactions
– A Few More Meltdown Thoughts
– It’s Here! Lynn, Romanek & Borges’ Executive Compensation Treatise

If you aren’t a subscriber yet, take advantage of a “Rest of ’08 for Free” no-risk trial to have this issue sent to you immediately. Current subscribers will want to start renewing for ’09 since all subscriptions are on a calendar-year basis.

Trends: Retail Ownership Continues to Drop

Not a big surprise that the concentration of ownership of US companies among institutional investors continues to grow, but it’s nice to get confirmation of this trend via this Conference Board press release with plenty of statistics, including that retail ownership of US stocks has fallen to a record low of 34% of all shares and 24% for the top 1,000 companies at the end of 2006.

Fallout from the Market Dip: Preferred Shareholders Sue

In his “D&O Diary” Blog, Kevin LaCroix notes how preferred shareholders have begun securities class action lawsuits for the first time.

– Broc Romanek