July 11, 2011
Corp Fin Issues 8 New CDIs and a WKSI Waiver Statement
On Friday, Corp Fin issued 8 new Compliance & Disclosure Interpretations (and withdrew one), as well as issued this statement that provides a framework about how WKSIs can seek waivers of ineligible issuer status (three new no-action letters were recently decided under this framework). The new CDIs are:
– Section 107. Form 12b-25 – New Question 107.02
– Section 121A. Item 5.07 of Form 8-K – New Question 121A.03
– Section 121A. Item 5.07 of Form 8-K – New Question 121A.04
– Section 116. Item 401 of Reg S-K – New Question 116.10
– Section 117. Item 402(a) of Reg S-K – New Question 117.07
– Section 118. Item 402(b) of Reg S-K – New Question 118.08
– Section 119. Item 402(c) of Reg S-K – New Question 119.28
– Section 108. CD&A – New Question 108.01
In her “100 F Street Blog,” Vanessa Schoenthaler briefly describes these new CDIs. And in the May-June issue of The Corporate Counsel that was mailed last week, some of these new positions are analyzed more fully – get the “Rest of 2011 for Free” when you try a ’12 No-Risk Trial now.
Kudos to FINRA for Strengthening Revolving Door Rules
From Suzanne Rothwell: Recently, FINRA submitted a rule filing to the SEC that amends its Code of Procedure to prohibit a former officer of FINRA for a period of one year after termination of FINRA employment from appearing on behalf of a client before any FINRA hearing related forum or testifying as an expert witness in a FINRA forum.
FINRA asked that the filing be treated as immediately effective and, therefore, the new requirements are already effective although not yet published by the SEC. This is continued progress in enhancing the ethical standards for attorneys serving as officers of FINRA and helps to avoid any untoward appearance of wrongdoing or undue influence by a former attorney officer. FINRA points out in its rule filing that the ABA’s Model Rules of Professional Conduct includes provisions that would prevent a lawyer who has represented FINRA in an case from subsequently representing the respondent in the case.
Webcast: “Top IP Pitfalls in Deals: How to Avoid Them”
Tune in tomorrow for the DealLawyers.com webcast – “Top IP Pitfalls in Deals: How to Avoid Them” – to hear Karen Butcher of Morgan Lewis, Jose Estevez of Skadden Arps and Ryan Schneider of Troutman Sanders to hear the latest regarding how to spot and resolve intellectual property issues when doing a deal.
– Broc Romanek