With the SEC’s recent overhaul of the regulatory framework that applies to smaller companies, we have decided to do a webcast – “Smaller Companies: How Your 10-K Changes This Proxy Season” – in two weeks to help you navigate the changes to your Form 10-K this proxy season. This webcast will not just recap the new rules; instead, you will receive practice pointers on how to prepare your Form 10-K this proxy season, with a focus on what changes you need to make this year due to the new rules and regulations.
On the webcast, John Jenkins of Calfee, Halter, Harry Pangas of Sutherland Asbill and I will address – among other topics:
– What are the less obvious changes to your 10-K that you need to be aware of?
– What are the pros and cons of the a la carte approach? Where does it make a real difference regarding the amount of work – and does it have any ramifications to use the reduced disclosure in one place and not in others?
– Do smaller companies have to change their 10-K or 10-KSB this year?
– A laundry list of practice pointers to help you hit the ground running
Since all memberships are on a calendar-year basis, you will need to renew your membership to catch this webcast as well as the one featuring Pat McGurn on January 22nd: “Forecast for 2008 Proxy Season: Wild and Woolly.”
Corporate Governance Survey Results from Shearman & Sterling
Recently, Shearman & Sterling released its annual survey on corporate governance practices of the 100 largest U.S. public companies. Among the trends described in the survey are:
– Majority voting continues to make headway as companies respond to shareholder pressure, with 56 of the 100 largest companies now requiring directors to be elected by a majority of the votes cast rather than a plurality (except, for the most part, in contested elections).
– Anti-takeover measures such as “poison pills” and classified boards continue to be on the decline. Only 17 of the 100 companies surveyed had poison pills in place, down from 33 in 2004, while 33 companies had classified boards, down from 54 in 2004.
– Independent directors comprise 75% or more of the boards of 87 of the surveyed companies, while the CEO is the only non-independent board member at 40 of the 100 largest companies.
– Of the 22 top 100 companies at which separate individuals serve as Chairman and CEO, only 5 have adopted policies requiring separation of those roles.
– Half of the surveyed companies have placed a limit on the number of boards on which a director may serve, up from 29 of the top 100 companies in 2004.
– Of the 66 surveyed companies addressing the topic of term limits for directors, only 3 have adopted mandatory term limits for their directors.
– 86 of the top 100 companies have disclosed a mandatory retirement age for their non-employee directors, with 72 being the most common mandatory retirement age.
– Of the top 100 companies, 71 disclosed related person transactions, with employment of a relative of a related person being the most commonly disclosed transaction.
Delinquent Filer ABCs
Last Friday, the SEC imposed 10-day trading suspensions on twelve companies, all starting with the letter “A.” The SEC said that it suspended trading in the securities of these companies because they had not filed periodic reports in over two years. A temporary trading suspension may last well beyond the 10 business day period contemplated in Exchange Act Section 12(k), because brokers cannot resume quotations until they determine that the issuers have satisfied the informational requirements of Rule 15c2-11. Often, the SEC will follow temporary trading suspensions with actions to revoke the company’s Exchange Act registration under Exchange Act Section 12(j). Here is the order for the first six companies and the order for the second six companies.
Given that they only got to Alford Refrigerated Warehouses, Inc. so far, it looks like the Enforcement Staff is just getting started on a potentially long list of delinquent issuers to target in 2008.
We just mailed the final copy of the January-February 2008 Issue of The Corporate Executive, which provides model CD&A disclosures. We had posted an advance copy of this issue last month; there are slight changes from the advance copy. As all subscriptions are on a calendar-year basis, renew your subscription for ’08 to receive this issue.
Or if you aren’t a subscriber yet, try a no-risk trial. I will be writing the lead piece in each issue of The Corporate Executive this coming year.
The ’07 IPO Market That Few Talked About
A few weeks back, the WSJ ran this article about how a fourth of the IPOs in ’07 were blank check offerings. And here is an excerpt about the ’07 IPO market from Renaissance Capital’s “2007 Annual IPO Review“:
“During 2007, all of the talk about IPOs was that London and Hong Kong were stealing the New York IPO market’s thunder. But, with the largest number of IPOs and highest dollar volume since 2000, the 2007 U.S. IPO market performed well against the backdrop of the subprime and credit market crises. Driving the IPO market were fast growing Chinese companies in search of US capital and hot U.S. technology companies. Although IPOs were mostly immune from the problems of foreclosures, bad loans and deteriorating credits, the four largest issuers this year were financial companies, two of them money managers whose investments were potentially in these now contaminated realms of the credit markets. Technology continued its rebound, although performance was bifurcated, with sought after on-demand and virtualization software companies soaring and smaller names tanking.
Not all of the IPO action occurred in the US, however. The London Stock Exchange continued to attract European issuers, although many of its IPOs were smaller. But the LSE didn’t produce any global marquee names this year. Instead, the headline grabbing issuers were Chinese companies eschewing the New York exchanges for Shanghai and Hong Kong.
The 2007 was notable for the following:
– Highest volume and proceeds raised in seven years
– 2007 IPO first day pop and aftermarket returns were good but below 2006
– The Renaissance IPO Index® significantly outperformed the major indices
– Largest issuers were financials, which had disappointing debuts
– The majority of top performers were Chinese IPOs
– Stop the presses! Worst performers weren’t mostly biotech
– Tech IPOs were the largest component of the calendar, followed by healthcare
– Establishment of Hong Kong and Shanghai as hubs for hot IPOs
– Non-US exchanges Woo IPOs
– International activity, lead by China, continued to be strong
– Tremendous demand for small, high growth companies
– More Profits on the Come as Tech Deals Dominated
– Our predictions for 2008 are offered
– Highest Volume of IPOs and Proceeds in Seven Years
Deal volume was up 16% and proceeds raised increased 23% over 2006. The average market capitalization of IPOs rose as well, due to a continuing number of megadeals as well as investor preference for companies with credible track records.”
Foreign Private Listings on the NYSE Rises During ’07
According to this NYSE page, there were 42 new foreign companies listed on the NYSE during 2007, bringing the total number of foreign companies listed to 424. A pretty good year compared to the 29 listed for 2006, 19 listed for 2005 and 20 listed for 2004.
By the way, the SEC posted its adopting release regarding the ability of foreign private issuers to use International Financial Standards without US GAAP Reconcilation a few weeks back.
Travis Laster notes: You might recall Chancellor Chandler’s November 30th opinion in Ryan v. Gifford, in which the Chancellor ordered production of communications between a special committee created to investigate option backdating and its counsel. The Chancellor provided two bases for his ruling: first, a traditional “good cause” analysis under Garner v. Wolfinbarger, and second, a more novel analysis in which the special committee was found to have waived privilege by presenting its report orally to the full board, including directors who were the subject of the investigation.
The company (but notably, not the committee or its counsel) sought interlocutory review of the waiver analysis in the November 30th decision. In a new opinion (posted in our “Options Backdating” Practice Area on CompensationStandards.com), the Chancellor denied the application, noting that the company did not challenge the Garner analysis and thus any appeal would be futile.
More importantly, the Chancellor’s new opinion goes into much greater detail regarding the various factors that caused him to find a waiver from the presentation to the full board. These included (i) the lack of Special Committee authority to take action independently of the full board, (ii) the broad scope of the investigation combined with the absence of any written report presenting the committee’s findings, (iii) the fact that directors who were the subject of the investigation had their personal counsel present to hear the report, (iv) the willingness of the company to refer to the committee’s work in public filings and communications with regulatory authorities, and (v) the extensive reliance by the individual defendants on the exculpatory effects of the committee investigation, including in a subsequently withdrawn summary judgment brief.
The Chancellor also takes pains to confirm the narrow scope of his ruling: “[I]t is worthwhile to repeat that the relevant factual circumstances here include the receipt of purportedly privileged information by the director defendants in their individual capacities from the Special Committee. The decision would not apply to a situation (unlike that presented in this case) in which board members are found to be acting in their fiduciary capacity, where their personal lawyers are
not present, and where the board members do not use the privileged information to exculpate themselves. Similarly, the decision would not affect the privileges of a Special Litigation Committee formed under Zapata, or any other kind of committee that (unlike the Special Committee here) has the power to take action without approval of other board members.”
The Chancellor’s ruling thus does much to limit the potentially broad sweep of his earlier and much briefer opinion. Future special committees can still expect to see plaintiffs make waiver arguments based on Ryan, but it should be far easier for counsel to navigate around the waiver problem based on the additional analysis that the Chancellor has now provided.
SEC Staffer Added to Executive Compensation Disclosure Webconference
Since all memberships are on a calendar-year basis, you will need to renew your CompensationStandards.com membership to catch Mike, Dave Lynn, Mark Borges, Ron Mueller and Alan Dye on January 23rd and 31st.
Reaction: The Corporate Library Reports on Compensation Consultants
Here are some thoughts from an anonymous member about Dave’s blog on a study from The Corporate Library finding that companies using compensation consultants tend to pay higher CEO compensation, and such compensation levels do not necessarily relate to increased shareholder returns:
“I cannot help but comment on the The Corporate Library report that you blogged about. I am very concerned about anyone relying on or using the results of The Corporate Library Report. The methodology is so flawed that I seriously question the validity of the report. It also demonstrates a complete lack of understanding of executive compensation practices. For example:
– It combines STIs and cash long-term incentive plans and then measures them as a percentage of base salary, with no reference to the peer groupings. The results could simply be a function of which companies have cash LTIPs in addition to STI plans, the mix of compensation elements at those companies, as well as the revenue sizes of the companies that each consultancy has as clients.
– It tries to measure long-term incentives by vehicle (e.g., stock options separately from performance plans), when the mix of LTI vehicles varies widely from company to company
– It ignores restricted stock grants and performance shares, significant elements of executive pay.
– It ignores the types of clients that the consultancy firms have. For example, some consultancy firms have a higher concentration of high-tech company clients, which generally focus on stock options (e.g., Compensia, Radford).
– It ignores the fact that many companies use 162(m) bonus pools in the Grants of Plan-Based Awards table which distorts what is actually attributable to the incentive plans
– It doesn’t look at total pay
– While detailing the average target value of all performance-related equity awards and average maximum value as a percent of target for nonequity compensation for companies using consulting firms, the Report does not indicate those percentages for companies not disclosing they used compensation consulting firms. Thus, the numbers provide no comparison on which to make a judgment on the effect of compensation consulting firms on this issue.
– It does not acknowledge an obvious finding which is there is not a correlation of higher CEO pay to multi-service firms. In fact, the data appears to support a different conclusion, i.e., higher CEO pay is associated with boutique executive compensation consulting firms. This seems to indicate that independence is not an issue at multi-service firms.
– Finally, we disagree that compensation firms have very different methods of designing executive compensation practices. Our experience is that other factors are much more relevant, including the company’s pay objectives, business strategy, competitive market for talent, life cycle, and culture, than the consulting firm or individual practitioners at those consulting firms.”
Last week, this AICPA Conference speech from SEC Deputy Chief Accountant Julie Erhardt was posted (the Conference was held a few weeks ago); it does a nice job summarizing the comments received on the SEC’s concept release regarding the use of IFRS by US issuers. In addition, these AICPA speeches from Associate Chief Accountants were posted:
– Joel Levine’s speech on XBRL
– Steven Jacob’s speech on MD&A; and 404 internal control implementation issues
– Stephanie Hunsaker’s speech on consents and experts; consolidation method to the equity method for an investment; and MD&A disclosures in the current credit environment
– Todd Hardiman’s speech on large errors and materiality
“I spent Monday through Wednesday attending the largest conference devoted to current events affecting financial reporting, featuring plenty of the SEC’s staff – the ones who interact with the auditors examining the year end financials. And I’m wondering: when did the SEC become afraid of its own shadow? There seemed to be an overwhelming aura surrounding the SEC presenters, a kind of self-consciousness that they be careful to not “write GAAP” in the delivery of their speeches to the audience.
When this conference first began thirty-five years ago, the intent was to bring the SEC’s thinkers and doers in front of a large audience of auditors, to discuss the problems they’d seen in filings with the audience. The intent was not to “speechify GAAP” – but to get the message out as to the problems they’d seen and describe how they handled it. The goal: to identify troublesome practice issues and tamp them down before they became pervasive by presenting them to the auditors who could do something about it. That’s a worthwhile service to everyone involved in the financial reporting chain, from preparers down to users and the auditors in between.
That’s not writing GAAP – that’s being an effective regulator. (And don’t forget that writing GAAP is something that the SEC is empowered to do.) Preventing problems through effective communication has always been at the heart of this conference. And this effective communication worked quite well long before the advent of Blackberries and the internet – accounting firms responsible for keeping their SEC knowledge current seemed to get the message quite well by the state-of-the-art information distribution means, like overnight delivery and fax machines.
Now that there’s virtually instant transmission of data, including the publication of all the speeches on the SEC’s website at no charge to readers, critics are complaining about the dissemination of the comments in the speeches as being unfair. Absurd.
The comments of the SEC commentators were full of reminders of current GAAP, but missed the pithiness of years past when they described fact patterns that showed how a standard was misinterpreted or misapplied, and how they expected it to be remedied if encountered in practice by members of the audience. Instead, many of the commentators offered comprehensive reminders of where trouble might occur in the application of new accounting standards, rather than reporting on the known snafus they’d seen. Instead of warning registrants and auditors about problems they’d seen, it’slike they’re wish-listing problems they hope don’t happen. While there’s value in that approach, there might be a lot more value in what they’d done in the past. Shouldn’t regulators act like regulators, instead of acting like their walking on eggshells?”
SEC Delays Direct Registration Deadline Until March 31st
Recently, I blogged about some quirks in the new direct registration program. In this adopting release issued last week – which approves the Exchanges’ rule changes on an accelerated basis – the SEC extended the deadline for listed securities to be eligible for inclusion in the direct registration framework from January 1st to March 31st.
The SEC’s release states “. . . .there has been some confusion regarding the steps the listed companies need to complete to become compliant with these requirements. As a result, certain listed companies are still in the process of completing the necessary steps, which could include modifying their by-laws or having their boards take other actions, to become DRS eligible. In addition, in some cases, even though a listed company has completed all actions required to be taken by the company to become compliant, the company’s transfer agent is still completing the process necessary for the transfer agent to facilitate the company’s DRS eligibility.
In order to assure that listed companies have adequate opportunity to comply with the listing standards that require listed securities to be eligible for inclusion in a direct registration program, each of the Exchanges is proposing to extend the effective date for its DRS eligibility requirement until March 31, 2008.”
Section 16 Year-End Compliance Checklist
On Section16.net, Alan Dye has posted his annual “year-end checklist” for Section 16 compliance purposes (including a Word version of the checklist, which is accessible via a link on right corner of this page).
Since all our web site memberships and print publication subscriptions are on a calendar year basis, it is past time to renew. The grace period for our site memberships will expire soon – go to our “Renewal Center” today to renew online. Here is a PDF that is a universal order form with the 2008 prices for all of our publications and web sites.
White Paper: Enhanced Covenants for Investment Grade Bonds and No Plain English Disclosure
Recently, a group of more than 50 fixed income investment managers – under the umbrella of “The Credit Roundtable” proposed a set of model covenants for investment grade bonds in a White Paper. The proposed model covenants address perceived shortcomings in current protections in investment grade bond deals which, in the view of the investment managers, have eroded over time. In addition, the White Paper calls for “verbatim disclosure of indenture provisions in offering documents” and explicitly rejects “plain English” descriptions of covenants. I doubt the SEC is gonna like that. We have posted memos analyzing the White Paper (and the White Paper itself) in our “Debt Financings” Practice Area.
The Downsizing of the FASB
A few weeks ago, I blogged about the proposed FASB reorg. This CFO.com article discusses the proposed downsizing of the FASB. Lynn Turner notes: One thing to bear in mind is that Ed Trott left the FASB in June of 2007 before his term was over. Now it appears that Mike Crooch is walking away two years early before the end of his term is due to run out in 2010. While members have infrequently left before their terms were over in the past, I don’t recall in the history of the FASB where – in consecutive years – Board members walked away like this.
It raises a serious question as to why they are leaving; whether or not there is a problem with the health of the organization; whether it is for personal reasons or whether it is something else that is driving these departures. In addition, I understand the current investor representative who is serving out a term of the prior investor representative, who did not complete his term, has been asked by the Chair not to re-apply. This is resulting in a turnover of a majority of the Board members between June 30, 2007 and June 30, 2008. These typically are not signs indicative of an organization where all is well.
Recently, Directorship ran this interesting article on the debate between Marty Lipton and Lucian Bebchuk on the role of shareholders in corporations.
Marty also recently addressed the “Mergers, Acquisitions, and Split-Ups” course at Harvard Law School regarding “The Future of M&A.” The “Harvard Law School Corporate Governance Blog” has a link to this multiple hour address.
Our January Eminders is Posted!
We have posted the January issue of our complimentary monthly email newsletter. Sign up today to receive it by simply inputting your email address!
SEC GC’s Brian Cartwright on “Deretailization”
A while back, the SEC’s General Counsel Brian Cartwright delivered this speech on “The Future of Securities Regulation.” The speech provides an interesting look on how we might see the markets and regulation evolve in the future. Below is a speech summary from Robert Jackson of the “Harvard Law School Corporate Governance Blog“:
The speech emphasizes what Brian calls “deretailization,” or the dwindling presence of retail investors in securities markets. Retail investors, who once owned more than 90% of publicly traded equity, now own less than 30%. Moreover, retail investors do not trade some assets at all, including the billions of dollars annually raised in 144A debt offerings. (Some institutions have recently moved to raise equity in 144A offerings as well.) And private equity and hedge funds, which frequently take publicly traded firms private, generally exclude retail investors altogether.
Over the last twenty years, Brian explains, these asset classes have come to dominate capital markets, and retail investing–once the focus of much regulatory behavior–is no longer central to modern securities markets. Instead, individual investors now choose among intermediaries competing for their funds–with the intermediaries, rather than the individual, directly participating in the capital markets.
In light of these trends, the speech argues, regulators should focus their efforts on ensuring that individuals have the necessary tools to choose among intermediaries. That kind of regulation, Brian explains, might ensure that individuals understand that a mutual fund’s past performance may not repeat itself; that additional disclosure allows investors to calculate an actively managed fund’s alpha, or market-adjusted performance; and that investors are able to evaluate a fund’s market-adjusted performance against the fund’s expenses.
After a six-month delay, the SEC launched its online tool that allows comparisons of executive pay among the 500 largest US companies. This project was initially conceived by the SEC as a way of addressing the criticisms of last year’s “December surprise” rulemaking by creating summary compensation tables that use the grant date fair value rather than the expensed amount for equity awards. Given that, it seems only fitting that the viewer was launched just before this Christmas. Here is the related press release.
Take a moment to check out how it works. Technologically, it appears to work just fine – but I worry about investors and analysts looking at numbers without the benefits of footnotes, CD&A and other narrative that puts the numbers in contexts. Please send me your own reactions (they will be kept confidential).
CEO Pay Continues to Rise
Based on proxy data filed this year, the median year-on-year increase in CEO pay was just under 13%, according to the 5th annual survey (paid subscription) of CEO compensation by The Corporate Library. The survey shows a median increase in Total Compensation of 12.64% as compared to an increase of 15.98 percent in last year’s survey. Pay rises in the S&P 500 were far higher than those for their peers in smaller companies, with the median increase topping 23%, and median total pay over $8.8 million. Here is a Chicago Tribune article about the survey.
SEC’s Registration Filing Fees Finally Set for ’07-’08
As noted in this press release/fee rate advisory #6 issued yesterday, President Bush signed the appropriations bill that includes funding for the SEC on December 26th. As a result, effective December 31st, the Section 6(b) fee rate applicable to the registration of securities increases to $39.30 per million dollars from the existing rate of $30.70 per million dollars. Get those registration statements filed today or pay more on Monday!
Here are some stats from the reports relating to the Enforcement Division:
– Total of 776 investigations initiated and 656 enforcement actions taken (involving a total of 1449 respondents or defendants; 33% of the actions related to reporting and disclosure); an increase of 14% from prior year (which is the first increase in 4 years, mainly due to 24 backdating cases and 39 cases against unregistered auditors)
– Obtained orders requiring disgorgement of illegal profits of $1.1 billion and another $507 million in penalties; a decrease from the $3 billion collected during each of past few years
– Total of indictments, informations or contempts in 144 cases; number of criminal cases has decreased during past two years after run-up in ’02-’05
– Total of 125 director & officer bars
– 682 referrals to Enforcement from Corp Fin; up over 30% from prior year
Here are a few Corp Fin related stats:
– 25.5 days to issue comments; down from 26.2 days in ’06
– 802 million searches on EDGAR; up from 531 million in ’06
– 77 new foreign private issuers registered with the SEC; 60 did so in ’06
SEC Changes Enforcement Policy on Closed Investigations
Last month, it was reported (eg. Reuters article) that under a new policy adopted by the SEC six months ago, the SEC will notify those under investigation when enforcement staff have decided to close the investigation. Here are some thoughts from Russ Ryan of King & Spalding, who is a former Assistant Director of the SEC’s Division of Enforcement:
1. A GAO report from August talked about this new policy in some context. Russ says he was “quite a bit surprised” to learn that 13% of the SEC’s open investigations – which would mean nearly 500 investigations – are more than 10 years old. He suspects, however that “very few of these investigations are really still active in any way.”
2. Russ thinks this is a “very good development for companies, investment firms, and the securities bar – and investors too. This has been a long standing concern of many defense lawyers and companies under investigation, particularly those that have publicly disclosed an SEC investigation and want to assure their shareholders that it is no longer a concern for the company. It now appears that the SEC staff will promptly notify companies when the investigation has been closed, so companies will no longer have to wait in fear of the unknown when an investigation appears to be over but they dare not call the staff and risk triggering renewed interest.”
3. From what Russ has seen and heard, the new policy is not being applied retroactively (i.e., if the case was already closed a year ago, “you’re not going to get a notice about it now unless you ask for it”). The Staff appears to be applying the policy only on a going-forward basis
Two GAO Reports on SEC Enforcement Matters
Earlier this week, at the request of Senator Charles Grassley, the Government Accountability Office released a report that examines the SEC’s oversight of the financial markets. The request stemned from Sen. Grassley’s concern that the SEC may have given preferential treatment to John Mack, head of Morgan Stanley, when the SEC investigated possible insider trading at Pequot Capital Management. The report is critical about how the SEC handles referrals from the NASD and NYSE.
This report follows another GAO report from September (here is a summary) regarding the SEC’s management of its enforcement caseload. This report concluded that the SEC needs to tighten its enforcement management procedures and increase the speed with which it distributes Fair Funds to investors.
On Friday, the SEC issued Staff Accounting Bulletin No. 110 regarding option expensing guidance. As explained in this press release, SAB 110 provides guidance on the use of a “simplified” method (as discussed in SAB No. 107, issued back in March) in developing an estimate of expected term of “plain vanilla” options in accordance with FAS 123(R). In particular, the Staff indicated in SAB 107 that it will accept a company’s election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term.
At the time SAB 107 was issued, the Staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the Staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The Staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the Staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007.
A New Section 16 Litigation Strategy
Alan Dye has written about this new-fangled Section 16(b) litigation strategy in a couple of recent issues of Section 16 Updates, but it’s worth noting again as told in this Seatle Times article. The plaintiffs’ bar will continue to be enterprising…
Why Are You Working This Week?
We’ll be experimenting with these Web Polls over the next few weeks:
From Lorelei Cisne of Arnall Golden Gregory: DTC has been telling issuers that in order for their securities to be considered “DRS eligible,” the transfer agent for the issue must send DTC a letter requesting that the securities be added to their list of eligible securities. What has not been so clear perhaps, is that if that is all the transfer agent does, the issue will not only be marked as eligible – but it will be actually enrolled into the program (i.e., from brokers’ point of view, they can use the system to request uncertificated shares). If an issuer wishes to be eligible but not participate – as allowed by the NYSE – the transfer agent must specifically say so in its letter to the DTC.
Now, that’s not the whole story because there still will not be any uncertificated issuances unless the transfer agent actually honors the request and establishes direct registration accounts. However, if the transfer agent bounces the request, my understanding is that the requester is going to incur a charge without receiving their securities. But at least there won’t be any unauthorized issuances.
However, I am aware of at least one instance in which due to confusion over this terminology, a transfer agent enrolled a company in DRS when it was not supposed to. I am still not sure whether any direct registration accounts were established – i.e., whether any uncertificated shares were issued – but I suspect that they were.
It’s hard to believe that a transfer agent would go to such lengths without more formal documentation, etc., from the issuer, but it’s beginning to look like that may have happened, in which case — this is a real trap for the unwary!
As I get older, its become challenging to remember names, particularly since I don’t get out much these days. AccountingWeb.com has this list of “10 Effective ways to remember names” – but I’m not sure it will do me much good…here’s to good karma over the holidays:
