March 7, 2011

Corp Fin Issues 9 New CDIs

On Friday, Corp Fin issued nine new Compliance and Disclosure Interpretations on a variety of topics – including one on CD&A, two related to Rule 144, two on free writing prospectuses, two on director disclosures and two others – as follows:

Section 139. Securities Act Section 5 – Question 139.32
Section 132. Rule 144(d) – Holding Period for Restricted Securities – Question 132.18
Section 136. Rule 144(h) – Notice of Proposed Sale – Question 136.09
Section 228. Rule 430B – Prospectus After Effective Date – Question 228.03
Section 232. Rule 433 – Free Writing Prospectuses – Question 232.13
Section 232. Rule 433 – Free Writing Prospectuses – Question 232.14
Section 116. Item 401 of Regulation S-K – Question 116.08
Section 116. Item 401 of Regulation S-K – Question 116.09
Section 118. Item 402(b) – CD&A – Question 118.07

In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 365 companies filing their proxies, 49.8% triennial; 4.6% biennial; 40.2% annual; and 5.4% no recommendation.

A 23-Page Proxy Statement? Amazon Proves It Can Be Done

With Form 10-Ks and proxy statements now flowing into the SEC at full throttle, it’s worth pointing out how Amazon has its 2010 proxy statement boiled down to a mere 23 pages – just two pages longer than its ’09 proxy (the company hasn’t filed its ’11 proxy yet). I haven’t read it so I can’t comment on quality (nor would I comment), but it’s an amazing feat in an age of bloated filings. Hat tip to Luke Frutkin of Frost Brown Todd for pointing it out!

Webcast: “3rd Annual Public Company M&A Nuggets”

Tune in tomorrow for the webcast – “3rd Annual Public Company M&A Nuggets” – to hear Jim Griffin of Fulbright & Jaworski, Keith Flaum of Dewey & LeBeouf, Hal Leibowitz of WilmerHale and Claudia Simon of Paul Hastings engage in a lightning round of practical advice, covering all the hot M&A issues you are grappling with today, including the latest on tricky deal provisions and the ultimate list of “do’s” and “don’ts” during deal negotiations.

– Broc Romanek