September 30, 2013

Reprieve From the Governor! The SEC Won’t Shut Down (At Least Not Tomorrow)

On Friday, the SEC posted a notice saying that it “will remain open and operational in the event the federal government undergoes a lapse in appropriations on October 1. Any changes to the SEC’s operational status after October 1 will be announced on this website.” So the SEC’s complete operations – including review and declaring registration statements effective – will continue until further notice (this is what happened during the pair of shutdowns in fiscal ’96, which was the last time the government shut down – see this NY Times article about those). So maybe the answer to my poll about how many Corp Fin Staff are considered “essential” during a shut down is “all”?

It looks like some media outlets got confused and reported something different, perhaps because at the same time its “we’re staying open” notice was posted, the SEC simultaneously posted its shutdown plan. What we don’t know is how long the SEC can keep its doors open if the rest of the government is closed.

On Friday, the SEC extended the comment period for its latest Reg D proposals by 30 days…

Today’s Spreecast: “PCAOB’s Audit Report Proposals: A Big Sleeper?”

Come participate in the spreecast – “PCAOB’s Audit Report Proposals: A Big Sleeper?” – at 1 pm eastern today! During it, Davis Polk’s Joe Hall & re:theauditor’s Francine McKenna will analyze the PCAOB’s new audit report proposal that could come to rival Sarbanes-Oxley’s Section 404 – internal controls – as a burden we all face. To access the spreecast, go here at 1 pm eastern. [Note the recent “More on Reg D Offerings Today” spreecast has had over 700 views; a new spreecast has been calendared for October 22nd: “Latest Corp Fin Comment Letter Trends“]

Here are FAQs about how spreecasts work – but the upshot is you have to register for Spreecast first (although it’s possible to watch without registering if you close a prompt). Simply sign up by using an email address by clicking the “Or sign up via email” link in the upper right hand side of the site (it’s in small print under the “Connect with Facebook” logo).

The Great Ellison and the America’s Cup

Here’s a note from Yahoo!’s Carrie Darling:

Last Wednesday, as I was flying back home from Broc’s conference in D.C., I watched The Great Gatsby. Unfortunately, the timing of my flight was such that I was missing the America’s Cup yacht race. When I got off the plane, I had a text from my husband saying that Oracle Team USA had won the America’s Cup. All I could think of was “The Great Ellison.” I kept saying it over and over to myself as I waited in baggage claim (baggage claim is really slow in San Jose). What is this America’s Cup you ask? Why is Ellison so great? Well, let me tell you . . .

Larry Ellison is the CEO of Oracle Corp. and is the driving force behind/owner of Oracle Team USA. Last Wednesday, Oracle Team USA’s victory marks one of the most improbable comebacks in the history of sports. His team won 11 races to score the 9 points required for victory, due to a penalty imposed by the International Jury of two points. Only a week before on September 18, Oracle Team USA trailed the series 8-1. They came back to win the series over Emirates Team New Zealand with eight consecutive victories. What an amazing day for sports and sailing.

So, what is the America’s Cup? The America’s Cup is the oldest international sporting trophy. The America’s Cup, affectionately known as the “Auld Mug”, is a trophy awarded to the winner of the America’s Cup match races between two sailing yachts. One yacht, known as the defender, represents the yacht club that currently holds the America’s Cup and the second yacht, known as the challenger, represents the yacht club that is trying to take the cup away from the defender. The timing of each match is determined by an agreement between the defender and the challenger.

The trophy was originally awarded in 1851 by the Royal Yacht Squadron for a race around the Isle of Wight in England, which was won by the schooner America. America finished 8 minutes ahead of her closest rival. Queen Victoria, who was watching at the finish line, was reported to have asked who was second, the famous answer being, “Ah, Your Majesty, there is no second.” Thus, the trophy was renamed the America’s Cup after the yacht (not after the country) and was donated to the New York Yacht Club (NYYC) under the terms of the Deed of Gift, which made the cup available for perpetual international competition.

Any yacht club that meets the requirements specified in the Deed of Gift has the right to challenge the yacht club that holds the Cup. If the challenging club wins the match, it gains control of the cup.

The trophy was held by the NYYC from 1857 until 1983 when the Cup was won by the Royal Perth Yacht Club, ending the longest winning streak in the history of the sport. From the first defense of the Cup in 1870 through 1967, there was always only one challenger. In 1970, for the first time, there were multiple challengers. Louis Vuitton has sponsored the Louis Vuitton Cup as a prize for the winner of the challenger selection series since 1983.

Early matches for the Cup were raced between yachts that were between 65-90 ft. long. The 2010 America’s Cup was raced in 90 ft. multi-hull yachts in Valencia, Spain. Challenger BMW Oracle Racing beat defender Alinghi 2-0 and won the Cup for the Golden Gate Yacht Club, bringing it back to San Francisco Bay. The 2013 America’s Cup was raced in AC72 wing-sail catamarans, and was held in the San Francisco Bay. It remains to be seen where Ellison will decide to hold the next America’s Cup races. If not in San Francisco, I vote for Lanai!

– Broc Romanek