TheCorporateCounsel.net

Today marks eight years of my blither and bother on this blog (note the DealLawyers.com Blog is nearly seven years old – not shabby!). It’s one time of the year that I feel entitled to toot my own horn – as it takes stamina and boldness to blog for so long. A hearty “thanks” to all those that read this blog for putting up with my personality. I’m sure I won’t get more refined with age.

Someone recently asked me how I came to be one of the first lawyers to blog (if I remember correctly, the few other lawyers with a blog at that time blogged solely about marketing for lawyers; not the law itself). Back in early ’02, I was reading one of the dying tech magazines – the ones that disappeared with the Internet bust – and the term “blog” was mentioned in passing. I looked it up and downloaded the blogging software to give it a try. I never imagined it would amount to much as I wondered who would want to read my “diary.” For the first few years that I blogged, I had to constantly explain to folks what a “blog was…

To celebrate, I thought I’d share a groovy video of a classic song circa 1970 (I love the dancing near the end):

SEC Rule 163 Proposal Stalled – But Request for Fixed Income Offering “Speed Bump” Gets Traction

Here is news from Joe Hall and Janice Brunner of Davis Polk:

At a meeting of the ABA Subcommittee on Securities Regulation recently, Tom Kim, Chief Counsel, SEC Division of Corporation Finance, indicated that the SEC’s proposed amendment to Rule 163 under the Securities Act has lost momentum as a result of negative feedback received from investors. The proposed amendment, which was generally supported by corporate issuers, underwriters and their counsel, would have allowed underwriters or dealers acting on behalf of well-known seasoned issuers (WKSIs) to offer securities before the filing of a registration statement, enabling WKSIs to better gauge investor interest in their securities before publicly launching an offering.

Mr. Kim also noted that the SEC staff is paying attention to fixed income investors’ concerns that they are being asked to make corporate bond investment decisions too quickly. The Credit Roundtable, a group of fixed income investors, has asked the SEC staff to consider imposing a “speed bump” or delay of at least one hour in the corporate bond offering process in order to improve investors’ ability to conduct diligence before books are closed. The Credit Roundtable’s other recommendations for the corporate bond offering process include increased access to management conference calls and easier access to disclosure documents through the use of hyperlinks.

Mr. Kim indicated that because these timing and disclosure concerns go to the “core” of the SEC’s investor protection mission, they are being taken very seriously by the staff. The staff plans to hold a roundtable in the fall of 2010 to discuss these issues and is unlikely to act on the recommendations before then. Interested parties are encouraged to contact the Division with their views.

Posted: The Revised US Sentencing Guidelines

Last Friday, the US Sentencing Commission posted its final amendments to the US Sentencing Guidelines. Check out this podcast for analysis of these amendments (and we are posting memos in our “Sentencing Guidelines” Practice Area).

– Broc Romanek