Division of Corporation Finance
U.S. Securities and Exchange Commission 100 F Street, NE
Washington, DC 20549-1090
Re: Request for Staff guidance, rulemaking, and exemptive relief
I am writing on behalf of Kringle Korps., a public company registered with the SEC and traded on the NPSE (North Pole Stock Exchange). We are requesting interpretive guidance and rulemaking to clarify or provide exemptions from certain disclosure requirements. We believe many of our requested change could be combined as a rulemaking initiative, Regulation XMAS.
By way of background, Kringle Korp. is the public entity of a multinational business interest founded by Kris Kringle, dba “Santa Claus.”
We are a diversified conglomerate focused on toy and novelty manufacturing, international imports and exports, airborne shipping and deliveries, and licensing in connection with a wide range of holiday-related products and services. The company is best known for its Dec. 24 overnight deliveries, a massive logistical undertaking that sees millions of gifts shipped door-to-door on a global basis.
It bears noting that we, at present, consider ourselves based in the United States for registration purposes due to the lack of settled sovereignty of the North Pole. The U.S. currently chairs the Arctic Council, a consortium of representatives from Canada, Denmark, Finland, Iceland, Norway, the Russian Federation, and Sweden. Several of these nations claim ownership for some or all of the North Pole. Should any of these jurisdictional claims be realized, our firm may eventually need to reconfigure itself and file as a foreign private issuer.
Disclosure of payments by resource extraction issuers
We understand that this rule, intended to deter corruption by oil, gas, and mining companies is in a questionable state due to legal challenges. We ask, however, that should it return to consideration, an exemption be offered for our business. Each year, in response to a significant customer base known as “The Naughty List,” we are obligated to source various fossil fuels (specifically, lumps of coal) based on availability and pricing. We feel disclosing agreements with foreign governments would pose a competitive disadvantage.
See also mine safety disclosures required by Section 1503(a) of the Dodd-Frank Act.
Regulation systems compliance and integrity
While ensuring the resiliency of our business is of the utmost concern, we believe that disclosing those efforts would create an undue burden by revealing trade secrets. Although, more often than many might expect, extraordinary efforts must be made to “save Christmas,” we can neither anticipate those risk factors nor disclose, in advance, potential resolutions that fall outside of what would be considered ordinary business practices. Managerial succession planning (as is evidenced in media coverage of the “Rudolph Reindeer” weather-related promotion) requires on-the-spot solutions that do not lend themselves to advanced disclosure.
Pay ratio disclosure
This particular rulemaking offers numerous complexities for our unique enterprise. Our business model relies on labor provided by “Elves,” and their compensation does not lend itself to the required comparison. Although foreign currency conversions are not an issue (the U.S. dollar is the official currency of the North Pole), the reportable value of gingerbread, gumdrops, and candy canes (staples of an elfin diet) are subject to broad swings in the pricing of those underlying commodities. As for CEO compensation, placing a monetary value on “peace on Earth, good will to all,” is an exercise in accounting futility, especially given the Commission’s frequent objection to non-GAAP earnings definitions.
It should be noted, as an aside, that elves are considered neither as “children” or “forced labor” for purposes of the California Supply Chain Transparency Act (State of California v. Kringle Korp., et al).
Conflict minerals rule
As one might imagine, compliance with this rule is a challenge of Bumble-sized proportions for our unique business model.
While we wholeheartedly support sustainability efforts (an example are re-forestation efforts we sponsor in the Gumdrop Forest) and shun any business relationships that run contrary to our focus on human rights issues, we cannot meet the determination and audit requirements of this rulemaking.
A common misperception is that Kringle Korp. manufactures all of its deliverables in-house, but doing so is impossible. We rely on a massive chain of third parties and vendors, as well as distribution agreements with nearly all top manufacturers of retail goods and consumer electronics.
There is no reasonable way to ensure that our supply chains are “conflict-free” and verifiable as such for purposes of Independent Private Sector Audits.” This unique situation, beyond our control, subjects us to undue reputational harm once added to the “Naughty Lists” of international NGOs.
Political contributions by certain investment advisers
As the largest business and employer in the North Pole, Kringle Korp. is what can be considered a “company town” and Mr. Kringle, our founder, chairman, and CEO is considered a “politically exposed person” under Treasury Department rules.
We seek clarification that traditional gifts of milk and cookies presented upon gift delivery, being of minimal monetary value, should be considered de minimus.
Thank you for your consideration of this request for interpretive guidance and rulemaking. We believe the reforms contemplated by this letter confer significant advantages on our shareholders at minimal cost. Other matters affecting our business, including corporate governance concerns, can be best addressed by “no-action” exemptive relief.
We would also like to inform Staff that we are also seeking relief from regulatory requirements promulgated by other agencies.
The Federal Trade Commission’s children’s online privacy protection rule. The rule imposes requirements on operators of websites or online services directed to children under 13 years of age, and on operators of other websites or online services that have actual knowledge that they are collecting personal information online from a child under 13 years of age. Given our reliance on data collection to compile our needed list of which children were “naughty” or “nice” on an annual basis, the rule threatens to upend traditional business practices. Furthermore, communications to our North Pole headquarters via “Elf on the Shelf” technology should not be impeded by data privacy rules.
Unmanned aircraft regulations. We have also asked that the Federal Aviation Administration clarify and forthcoming rules pertaining to “drone” aircraft. Confusion exists because although our use of a modified, airborne sleigh requires human guidance, its reliance on reindeer-based flight technology brings it outside the traditional definition of aircraft.
Thank you for your consideration on these matters. If you have any questions regarding this letter, feel free to contact us.
Cornelius, Dasher & Prancer Plc.