Corporate & Securities Law

Corp Fin Consolidates - and Issues New - CDIs

By broc

Corp Fin Consolidates - and Issues New - CDIs

Late Friday, Corp Fin issued a new set of Regulation S-K Compliance & Disclosure Interpretations. This new set consolidates all of the existing Reg S-K CDIs and adds some new ones, including a few under Item 402. It also re-numbers all of the CDIs.

On Friday, the SEC also finalized its guidance and amended the rules to streamline how the self-regulatory organizations - SROs - conduct their rulemaking, including broadening the circumstances under which SRO rules (and rule changes) become immediately effective.

More on the "B" Corporation: Duties to Constitutiencies Beyond Shareholders

Last month, I blogged about the "B" Corporation and a member asked: Ohio Revised Code Section 1701.59 expressly permits directors to consider the interests of, among others, the community and society, the economy of the state and nation, employees, suppliers and creditors. I guess that makes Ohio a "B" state?

Keith Bishop notes in response: Many states have adopted "other constituencies" statutes. For example, Nevada provides in NRS 78.438(4) that both directors and officers, in exercising their respective powers with a view to the interests of the corporation, may consider the interests of other constituencies (and Florida has this one). However, I believe that the motivation behind these statutes was anti-takeover rather than encouraging "B" corporations.

Notably absent from the list of states with other constituencies statutes are California and Delaware. Delaware has addressed by case law consideration of other constituencies in the takeover context.

FINRA Proposes Private Placement Rules

A few weeks ago, FINRA filed a proposal with the SEC to create new Rule 5122, which would require broker-dealers engaged in private placements to make certain disclosures in the private placement memorandum, file the PPM with FINRA and commit at least 85% of the offering proceeds to the business purposes identified in the PPM.

FINRA published an initial version of this rulemaking initiative in NASD Notice to Members 07-27 - the new proposal has not significantly changed from the initial version, but provides additional clarity and extends the list of exemptions.

- Broc Romanek

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