TheCorporateCounsel.net

Last week, Corp Fin announced that it will no longer scan glossy annual reports into Edgar – thus, meaning they will no longer be available online through the SEC’s website. However, companies are still required to post glossy annual reports online via their own website. Although Rule 14a-3(c) requires that 7 paper copies of glossy annual reports get mailed to the SEC, Regulation S-T allows companies to file them on Edgar in lieu of sending the paper copies. Most companies choose to mail the seven paper copies rather than hassle with Edgar.

This is a confusing area – and we often get questions on our “Q&A Forum” by folks who don’t believe that the SEC still has this requirement to mail the copies to the SEC. I can understand the confusion as the logic underlying this new Corp Fin announcement applies equally to the Rule 14a-3(c). Why should companies be required to mail in 7 copies to the SEC when these documents are available on corporate websites anyways? Staffers can review a glossy annual report online – and they probably do so rather than rifle through a file cabinet looking for a paper copy. By eliminating the requirement, it will simplify costs for companies – and save the SEC Staff the burden of storing (or chucking) the paper copies as they are mailed in. Hopefully, Corp Fin will bake this into the vast disclosure reform project for which Keith Higgins laid out the first steps recently…

By the way, note this is an “announcement” posted by Corp Fin. It is not a “press release” nor a “public statement.” It is listed in “Division Announcements,” up in the top right corner of Corp Fin’s reconfigured home page (for which you can subscribe via RSS feed). Note that the items included on Corp Fin’s “What’s New” page are not necessarily included in these Announcements. For example, the new CDIs regarding social media that I blogged about yesterday were not placed in this Announcements box…

Confidential Treatment Requests: Corp Fin Won’t Directly Inform You If Granted CTRs Had “No Review”

Last week, Corp Fin also announced that it won’t bother with calling, emailing or mailing you an order if your confidential treatment request is granted and there is a “no review.” Instead, you will need to keep an eye on your company’s filing history on Edgar to look for an order indicating that the CTR was granted (if a few weeks goes by and you don’t see an order, you can call the general phone number of the Corp Fin Group that handles your company’s filings and check in). You still will get a call or letter if there are comments on your CTR or if your CTR is denied. Here’s the list of recently granted CTRs on Edgar…

Thanks for the Gumball Mickey – DLA Piper, Austin

While I was on spring break vaca last week, I popped in on my friends at DLA Piper in Austin – and they were kind enough to participate in this 30-second video:

– Broc Romanek