TheCorporateCounsel.net

A few weeks ago, this Associated Press article about Ford Motor’s business in Syria and Sudan was spurred by a comment letter dated July 26th from Corp Fin – providing a nice reminder to all of us about being careful what we say in our response letters, given that they will be much more readily available to the public (and the media) than they were in the past. As I blogged about yesterday, the SEC has nearly caught up in its long-standing project to upload comment letters and related correspondence on EDGAR.

Recently, the Corp Fin Staff has begun issuing “no further comment” letters to companies once their comments have been cleared (here is a sample). However, since this practice is new, it might not happen in all instances and senior Staffers have publicly mentioned that you may need to call the Staff to ask for such a letter if you don’t get one and want one (I would think you would always want one; it’s suitable for framing even if you don’t want it for your file).

The date of this “no further comment” letter should be the date that kicks off the 45-day waiting period before all the comment letters and responses are uploaded on EDGAR. As you might recall when the SEC’s uploading project was announced a few years ago, the Staff adopted a policy that comment letters and responses would not be posted “no earlier than 45 days from when comments are cleared.”

The Evolving ‘Best Price’ Rule

Tomorrow, catch the head of the SEC’s Office of Mergers & Acquisitions (as well as two former SEC Staffers) in the DealLawyers.com webcast: “The Evolving ‘Best Price’ Rule.” Spurred by conflicting court decisions, the SEC recently adopted amendments to its “best price” rule. Join these experts as they explore the impact of this rulemaking on M&A activity:

– Brian Breheny, Chief, Office of Mergers & Acquisitions, SEC’s Division of Corporation Finance
– Dennis Garris, Partner, Alston & Bird LLP
– Jim Moloney, Partner, Gibson Dunn & Crutcher LLP

What this program will cover:

– What changes did the SEC make to the best price rule?
– What issues might still arise in the wake of the SEC’s changed rule?
– How might the SEC’s changes impact deal structures?
– How might the SEC’s changes impact compensation arrangements in transactions?

6.5 Degrees of Separation: Boards More Independent

A few months back, The Corporate Library conducted a study of board members and their interrelationships, suggesting that “Sarbanes-Oxley has had a lasting and far-reaching impact on the corporate board network in the US.” Key findings of the study, include:

– Among the 4,288 people who sat last year on S&P 500 boards, 261 sat on at least three boards, down 13 percent from 301 in 2002

– Among CEOs, 195 held outside directorships, the same as in 2002 – but only 57 held more than one outside directorship, down from 72

– 8% of S&P 500 companies’ boards are chaired by truly independent outsiders; up from 4% in 2002

– There has been a reduction in the average number of other S&P 500 boards that each board is linked to via shared directors, to 6.5 from 7.8

– 12 people held at least five S&P 500 directorships in 2005, down from 33 in 2002

– However, one finding deemed “surprising” was that the number of S&P 500 boards with no links at all to other S&P 500 boards declined to 40 from 51