TheCorporateCounsel.net

March 11, 2016

More on “Stop Orders – Do You Need to Call Corp Fin Prior to Effectiveness?”

Yesterday, I blogged about whether it’s worth calling the Corp Fin Staff to confirm that there isn’t a stop order for your offering that is about to go effective – or whether you can merely rely on looking at the SEC’s online list rather than bothering the Staff. I also ran a poll about what folks do – 46% said they call the Corp Fin Staff, 39% merely check the online list and 4% rely on the SEC calling them if there is a stop order.

A few members told me that if you call the Staff to ask about stop orders, you typically get a reasonably polite – but clear message – to check the SEC’s online list. So calling the Staff at closing to confirm may be a vestige of the past. In fact, I learned that this is the standard text that you now see in legal opinions to underwriters in connection with a registered offering:

The Registration Statement is effective under the Securities Act and, to our knowledge, based on a review of the Stop Orders page of the Commission’s website (http://www.sec.gov/litigation/stoporders.shtml), no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.

By the way, I’m excited about our upcoming webcast – “Legal Opinions: The Hot Issues” – featuring a trio of the foremost experts in that area…

Corporate Lawyers Warn of Impact of Empty Seat on US Supreme Court

Here’s this note from the ACC site:

A group of more than 100 corporate attorneys has signed a letter urging Senate Republicans to back down from their refusal to fill the U.S. Supreme Court vacancy while President Barack Obama is in office. The letter was spearheaded by the Lawyers’ Committee for Civil Rights Under Law in Washington, D.C., a legal aid organization founded during the civil rights era. The Wall Street Journal (10 March, Gershman) notes that among the signatories are Google Corporate Counsel Priya Sanger and Andrew Hendry, a retired executive of Colgate-Palmolive. “Having been the chief legal officer of two major American companies over more than a quarter-century, I can assure you that American business needs a complete nine-justice supreme court,” Hendry said. “The uncertainty created by an empty chair on the court for a prolonged period will damage American business,” he added, citing a recent US$835 million settlement by Dow Chemical, which the company attributed to the absence of a full bench.

Webcast: “Rural/Metro – Aiding & Abetting Breach Claims Now”

Tune in on Monday for the DealLawyers.com webcast – “Rural/Metro: Aiding & Abetting Breach Claims Now” – to hear Potter Anderon’s Brad Davey, Alston & Bird’s Kevin Miller and Richard Layton’s Blake Rohrbacher discuss what you should now be considering as you prepare deals after the latest Rural/Metro decision from the Delaware Supreme Court. Please print these “Course Materials” in advance.

Broc Romanek