June 10, 2013

Our New “Form 10-K Handbook”

Spanking brand new. Posted in our “Form 10-K” Practice Area, this comprehensive “Form 10-K Handbook” provides a heap of practical guidance about how to deal with Form 10-K. This one is a real gem – 41 pages of practical guidance.

In our “Conflict Minerals” Practice Area, I’ve been posting oodles of memos on the SEC’s FAQs on conflict minerals – including this one from Jeffrey Rubin entitled “The Conflict Minerals Rules: Do They Reach Subsidiaries?“…

The Dangers of Social Media: The SEC’s Enforcement Division Is Social Too

Here’s news from Vince Pisano of Xtract Research: Recently, the SEC commenced an action for insider trading against an investor in Thailand who purchased common stock, out of the money call options, and single stock futures on common stock of Smithfield Foods in the week before the announcement of its acquisition by Shuanghui International Holdings. The SEC alleged that the investor was tipped to an impending transaction by a Facebook friend, who was a former employee at the investor’s employer and is now employed by an investment bank that counseled a competing bidder. In eight days, the investor reaped unrealized gains of $3.2 million on an investment of approximately $2.7 million. The investor’s purchases of options and single stock futures were so large, they constituted almost the entire market. Perhaps he thought no one would notice.

Since the investor is said to be an employee of a plastics factory in Thailand, either additional persons will be soon be implicated or applications for jobs at Thailand plastics factories will soar. The regulators were obviously drawn to this investor by the size of his positions – but notably, the only connection to inside information alleged in the SEC’s complaint is to a Facebook friend. First emails and now social media sites. The SEC has computers and knows how to use them.

In this blog, David Smyth notes how quickly the SEC’s Enforcement staff brought this action – which involves the largest-ever acquisition of a U.S. company by a Chinese company…

Webcast: “A Proxy Season Post-Mortem: Lessons Learned”

Tune in tomorrow for the webcast – “A Proxy Season Post-Mortem: Lessons Learned“- to hear Ning Chiu of Davis Polk; Marty Dunn of O’Melveny & Myers; Keir Gumbs of Covington & Burling; and Dave Lynn of & Morrison & Forester analyze the latest developments that transpired during the proxy season.

– Broc Romanek