The Securities and Exchange Commission released its first batch of comment letters this month, complete with correspondence between the companies and the SEC staff. According to a review of the letters, many of the issues discussed relate to Form 8-K matters involving smaller companies. And many of the letters deal with the company’s failure to […]
Martinek Paul J.
Posted inEthics & Culture
Harmonious, Holistic Disclosure Key To Reducing Liability Risk
Companies may be treading dangerously by failing to coordinate the various environmental disclosures they make throughout the year, some experts tell Compliance Week. Ewing According to Kevin Ewing, a partner in the Washington, D.C., office of the law firm Bracewell & Giuliani, the passage of The Sarbanes-Oxley Act of 2002 and other recent events have […]
Posted inInternal Controls
Nasdaq Threatens Delisting For ‘Disclaimed Opinion’
Nasdaq this month notified a Colorado company that it may be delisted from the exchange because its external auditors provided no opinion about management’s internal control over financial reporting—the first time that delisting has been threatened for such a “disclaimed opinion.” Advanced Energy Industries, a technology company based in Fort Collins, Colo., revealed the delisting […]
Posted inRegulatory Enforcement
Court: Detailed Disclosure Optional If Control Not At Issue
An individual who acquires more than 5 percent of a company’s stock can’t be sued for failing to file a detailed disclosure form with the Securities and Exchange Commission, a federal appeals court has ruled, finding that such disclosure is only required when there is a tender offer or an accumulation of stock that affects […]
Posted inBoards & Shareholders
NYSE Group Looking At Proxy Voting, Materials Fees
ANew York Stock Exchange committee has begun looking at the issue of proxy voting—including whether changes are necessary to the rule that allows brokers to vote in place of silent shareholders. The Proxy Working Group is also planning to examine the issue of the fees corporations must pay for the distribution of shareholder materials, which […]
Posted inRegulatory Enforcement
“We’re All In Trouble”; Why The Andersen Case Matters
The U.S. Supreme Court heard arguments last week in the criminal prosecution of Arthur Andersen—a case which many see as an example of prosecutorial zeal that leaves companies in the dark about whether actions that are common practice today might be seen as unlawful tomorrow. Andersen was convicted of witness tampering for conduct that took […]
Posted inRegulatory Enforcement
Coke Agrees To Compliance Changes To Settle Charges
The Coca-Cola Co. agreed last week to make changes to its compliance procedures to settle charges by the Securities and Exchange Commission that the world’s largest soft drink maker engaged in “channel stuffing” to inflate its sales numbers for several years in the late 1990s. The SEC alleged that, during a three-year period, Coke asked […]
Posted inRegulatory Enforcement
Court: Proxy Statement On Compensation Not Misleading
A company’s proxy statement relating to its compensation plan is not materially misleading if it discloses the number of securities underlying the company’s obligation to deliver shares when an option-holder exercises options under the plan, a federal appeals court has ruled. In suing The Boeing Co., a shareholder claimed that the company violated Item 10 […]
Posted inRegulatory Enforcement
Court Doesn’t Make It Easy To Sue For Securities Fraud
The U.S. Supreme Court refused last week to make it easy for investors to recover on a “fraud on the market” theory. The San Francisco-based 9th Circuit had ruled that Dura Pharmaceuticals could be sued if the price of its stock was inflated due to fraud, even if a later stock decline could not be […]
Posted inRegulatory Enforcement
Court Doesn’t Make It Easy To Sue For Securities Fraud
The U.S. Supreme Court refused last week to make it easy for investors to recover on a “fraud on the market” theory. The San Francisco-based 9th Circuit had ruled that Dura Pharmaceuticals could be sued if the price of its stock was inflated due to fraud, even if a later stock decline could not be […]