December 3, 2012

Our New “SEC Comment Letter Process Handbook”

Spanking brand new. Posted in our “SEC Comment Process & Analysis” Practice Area, this comprehensive “SEC Comment Letter Process Handbook” provides a heap of practical guidance about how to deal with the Corp Fin Staff during the comment letter process, etc. This one is a real gem – 24 pages of practical guidance.

The Battle Over Access to Pre-IPO Correspondence: Are Response Letters Part of Your Disclosure Stream?

Recently, this Market Watch article concluded it was unlikely the SEC would release its pre-IPO correspondence with issuers prior to an offering’s effective date. Some investors have argued that Corp Fin comment letters would assist them in their investment analysis – perhaps misunderstanding the nature of the comment letter process.

That said, companies may need to start considering their responses to comments as part of their public disclosure record – and thus be more careful about what they say in response to a comment…

More Examples of How “Journalism” Has Fallen Off a Cliff

Recently, I decried the state of reporting by the mass media. A while back, I got a chuckle out of this Businessweek article entitled “Facebook Fought SEC to Keep Mobile Risks Hidden Before IPO” because the reporters read so much more into the Corp Fin comment process than might really be there. And this Cooley news brief and Bloomberg article about Manchester U’s IPO comments provide more in the way of a cautionary tale about how you respond to comments…

But this crappy Business Insider article really takes the cake, even going so far to claim that long-time Corp Fin Assistant Director Barbara Jacobs is a Professor for PLI. Just because you speak on a panel doesn’t make you a “Professor”…

Recently, the International Center for Journalists & International Finance Corporation’s Global Corporate Governance Forum put out this guidebook, “Who’s Running the Company: A Guide to Reporting on Corporate Governance.”

Our December Eminders is Posted!

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– Broc Romanek