June 7, 2011

Where Are They Now? Corp Fin’s Bill Morley

Over a 30-year career at the SEC, Bill Morley served as Corp Fin’s Chief Counsel for many years and hired many generations of Staffers in the Division before he retired in ’99. In this podcast, Bill provides some insight into what it was like to work in the Division of Corporation Finance, including:

– How did you wind up at the SEC?
– How do you recall the shareholder proposal process?
– Did you enjoy recruiting and hiring?
– What are among your fondest memories?
– What are you doing now?

IPOs: Rare Case of Poison Pill for Newly Public Company

John Laide of FactSet notes that “Lone Pine Resources went public recently. Lone Pine is a subsidiary of Forest Oil Corp. that is based in Canada but is incorporated in Delaware. Lone Pine is the first U.S. incorporated company to IPO with a poison pill in place since 2007. It used to not be uncommon for companies to go public with a pre-adopted poison pill – but no company had done so since Ulta Salon, Cosmetics & Fragrance in October 2007.”

Federal Debt Ceiling & Another Government Shutdown? Securities Law Considerations

Here’s analysis from this Holland & Knight memo:

We’ve seen it before. Our team is out of time outs. There’s very little time left on the clock, and, absent a miraculous play, the home team is going down in defeat.

That’s where the nation was on April 8, 2011. Many went home late that Friday night fully expecting to wake up Saturday morning to the first federal government shutdown since 1996 and wondering what would happen next. We all know what happened. Very late that evening – at literally the 11th hour – congressional leaders and the Obama Administration forged an agreement that prevented a federal government shutdown.

In March 2011, many government contractors were preparing their businesses, employees, subcontractors and team members for the looming shutdown. Even though the nation has a budget for fiscal year 2011, that doesn’t mean that government contractors can put those contingency plans away until next September. The reality is that we may face another shutdown sooner than expected.

May 16, 2011, came and went without much fanfare, but it was nonetheless an important day. The Treasury issued about $72 billion in securities that day which would have eclipsed the federal debt ceiling – a statutorily imposed maximum amount the government may borrow at any one time – absent some maneuvers by the Treasury to suspend certain federal retirement fund payments to use that money to finance the nation’s general obligations.

Trick plays sometimes work, but Administration officials will have exhausted their play book by the time the clock expires on August 2, 2011, which is when Treasury Department officials believe they no longer can suspend those payments. Absent an agreement to raise the federal debt ceiling by then, the United States would begin to default on its interest payments for the first time in our nation’s history. The consequences could include an initial slow down in payments to federal government contractors. Delayed payments to government contractors could expose the government to interest charges under the Prompt Payment Act or other statutes. Government agencies may then need to refrain from making new contract awards or ordering additional work under existing contracts and, at some point, the government may need to terminate or significantly downsize some of its existing contracts. A slow trickle eventually could lead to turning the faucet off completely, and the nation could again face a government shutdown – even during a budget year.

In light of another looming federal government shutdown, public company government contractors need to examine their businesses and their disclosure and consider whether, and to what extent, they need to include disclosure about a government shutdown in filings they make with the Securities and Exchange Commission (SEC). Reporting companies should consider whether (i) as a result of a shutdown they should file new disclosure in order to correct material misstatements or to make what they said not misleading, and (ii) the government shutdown will trigger any new disclosure required by federal securities law.

– Broc Romanek