January 23, 2012

Corp Fin Updates Financial Reporting Manual (Again)

Last week, Corp Fin indicated that it has updated its Financial Reporting Manual for issues related to reporting requirements of an acquired business in a step acquisition, disclosures of subsidiary guarantee release provisions, auditor location issues, ICFR audit report modifications due to a scope limitation, revisions pursuant to effective dates of the Foreign Issuer Reporting Enhancements release, as well as other changes.

Corp Fin has posted a confusing “summary of changes” that comprise the current update because the opening few sentences make reference to the last update – but the chart on the “summary of changes” page is new. Last revised in October, Corp Fin has been updating the Manual much more frequently than in the past, deciding to do so a little bit at a time rather than major rewrites.

Last week, the NYSE reminded its staff in this memo that Super Bowl pools are strictly prohibited…

Carlyle Group Seeks to Prevent Shareholder Claims from Reaching a Courtroom

Those interested in preserving shareholder rights have been emailing me with complaints about the most recent amendment to Carlyle Group’s Form S-1 (under which the company hopes to go public by selling limited partnership units). As Kevin LaCroix explains in his “D&O Diary Blog,” the company specifies in its partnership agreement that all limited partners must submit any claims to binding arbitration. See Kevin’s blog for a fuller analysis – as well as this Securities Law Prof Blog.

Webcast: “Pat McGurn’s Forecast for 2012 Proxy Season: Wild and Woolly”

Tune in tomorrow for the always entertaining webcast – “Pat McGurn’s Forecast for 2012 Proxy Season: Wild and Woolly.” Pat McGurn, Executive Director of ISS and the proxy season expert, will recap what transpired during the 2011 proxy season and what to expect for 2012. Here is Pat’s PowerPoint presentation that you should print off in advance of the program…

– Broc Romanek