A few months ago, I blogged about how Google may have taken the first step towards creating a “recognized channel” under the SEC’s 2008 Regulation FD guidance. In this podcast, David Calusdian of Sharon Merrill Associates analyzes this, including:

– What did Google recently do?
– For those that might consider doing something similar, what issues should they analyze?
– Do you foresee other companies following Google’s lead?

The Rise of Web Disclosure: Thomson Reuters and Nasdaq OMX Set to Launch

Recently, I blogged about concerns regarding how the traditional business wires might unevenly distribute the news. Over the past week or so, Dominic Jones has been conducting experiments to illustrate a different point – the potential ineffectiveness of traditional PR wire distribution.

Earlier this morning, Dominic blogged about a development that has “the potential to substantially streamline and reshape disclosure practices at thousands of US companies.” Thomson Reuters and Nasdaq OMX are set to launch platforms to help companies use web disclosure more extensively – which may dramatically reduce the use of PR newswires. Thomson Reuters and Nasdaq OMX provide IR webpage hosting services for about 2700 and 1078 companies, respectively – and intend to charge a flat annual fee (in comparison to the standard PR newswire practice of charging by the word).

Thomson Reuters has posted a fact sheet and white paper about its upcoming product offering – and here’s Nasdaq’s press release on its new DIY service.

PCAOB: New FAQs for Non-US Auditors Due to EU’s Directive on Statutory Auditors

Yesterday, the PCAOB issued staff guidance – in the form of FAQs – related to the registration process for applicants from non-U.S. jurisdictions where the PCAOB is prevented from inspecting PCAOB-registered firms. The affected jurisdictions currently are the 30 European countries that are required to follow the European Union’s Directive on Statutory Auditors, China, Hong Kong, and Switzerland.

– Broc Romanek

Maybe these are more common than I realize – but the SEC announced a while back this settled C&D order against ECO2 Plastics, a Pink Sheet company for not disclosing effective disclosure controls as well as the lack of effective internal controls. The order states that the company failed to comply with Item 307 of Regulation S-K in its ’08 and ’07 annual reports and Item 308T of Regulation S-B in ’07.

I can’t recall seeing a case where lack of disclosure controls disclosure was the primary charge alleged; usually it is a tack-on to some other charges. The order doesn’t provide much in the way of details, so I can’t quite figure out how egregious were the circumstances that led to these charges. In September ’09, the company filed an amended Form 10-K for 2008 (after it had already filed a prior amended Form 10-K in August) to include the Item 9A disclosure control disclosures that it omitted from the company’s 2008 Form 10-K (and it omitted the Item 8A disclosures in its 2007 Form 10-KSB). This new 9A disclosure includes a paragraph describing how the company couldn’t perform an adequate assessment of internal controls in ’07.

Based on all this, I think the case is predicated on failing to provide the required disclosure control disclosures for two years and failing to have effective internal controls in one. So lesson learned…

Lawyers as Actors

In this podcast, Howard Kline discusses his new acting activities, including:

– What new hobby have you picked up over the last few years?
– What led you to try something new?
– Do you think being a lawyer helped you in your acting career?
– And vice versa, does acting help your lawyering?

Our June Eminders is Posted!

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– Broc Romanek