Corporate & Securities Law

Form 8-K Interps: And Even More Redlined Versions...

By broc

Form 8-K Interps: And Even More Redlined Versions...

On Friday, I blogged about a redlined version of Corp Fin's new Form 8-K Interps and noted that to do the new interps justice, they really needed to be redlined against the three old sources of interps. Well, John Newell of Goodwin Procter has saved the day and provided us with just that - here are his redlined versions as compared against the '97 Phone Interps; '03 Non-GAAP FAQs and the '04 8-K Interps. These gems - along with Howard Dicker's redline against the '04 FAQs - are posted in our "Form 8-K" Practice Area.

Quite a task, two words come to mind: "dissect" and "autopsy." Lawyers playing doctors...

New Quick Survey: Rule 144 Trends

A member recently asked to pick our brain as to what we're seeing in the market under new Rule 144 regarding the practice of law firms giving legend removal opinions for securities of reporting issuers held more than six months - but less than twelve months - after issuance. In other words, they were curious how firms are dealing with the obligation to report on a timely basis for twelve months with respect to opinions rendered prior to the end of the twelve month period.

We haven't heard of a settled practice. There is a footnote in the adopting release that could support waiting to the end of the one year period, but it isn't entirely clear if that is black letter law as the SEC also said the issue is one to be resolved by contract and state law.

We have posted a new "Quick Survey on Rule 144 Practices" to ask your anonymous views on this issue, as well as another one on registration rights. Please take a moment to weigh in!

The New Business Combination Accounting

On DealLawyers.com, we recently posted the transcript from the webcast: "The New Business Combination Accounting."

- Broc Romanek

Full post as published by The Corporate Counsel.net Blog on April 07, 2008 (boomark / email).