But Do We Have To Lower Our Firewall For This? Using Web Sites As A Means of Public Dissemination
Last week, the CC took a look at Reg. FD and disclosure, generally. Within that discussion, the CC made passing reference to the problems of inadvertent disclosure in a web world. This week, we'll make that passing reference the subject of the entire issue. For what is the most likely transmission route to get information out to the world at large if not a company's website? Of course, that isn't as simple as just uploading some information and saying, "Voila, we're done." Trouble abounds with the web as a disclosure resource. As Keith F. Higgins (Ropes & Gray LLP) notes in today's fascinating download, Using Web Sites as a Means of Public Dissemination: The Commission Guidance, companies have been trying for years to figure out how best to "use electronic media, including posting on its web site, to satisfy...obligations to disclose or deliver information under the securities laws," even since the SEC released its guidance on Use of Electronic Media for Delivery Purposes in 1995. He notes that things haven't really changed since then, and "we have yet to establish a comprehensive scheme that provides companies with certainty in application." So just how is it that companies can use their websites to satisfy disclosure requirements without getting caught in a web of their own making?
Split-Off
Divestiture by which a parent company offers stock it holds in a subsidiary to shareholders in exchange for a specific number of parent company shares.
Disclosure Policies Ought Not Be Kept Secret — Sample Company Disclosure Statement
In a few months' time (ok, August to be exact) Reg. FD will celebrate its tenth birthday. The CC decided to celebrate early. Adopted to level the disclosure playing field, Reg. FD addressed what had been "the selective disclosure of material information to securities analysts and large investors prior to making it available to the general public." Arms, Living with Regulation FD (from 14th Annual Preparation of Annual Disclosure Documents, Ch. 14, PLI 2009). Ever since, companies have had to be more circumspect about disclosures to individual analysts, and since immateriality is the only defense to a charge of violating Reg. FD, there is ample incentive to walk the straight and narrow. But in a world where information has become commoditized, it can be difficult for even the best-intentioned company not to stray from the path every now and again, especially when employees are zipping around the web or whipping off text messages on their BlackBerrys. When a slip of even the best-kept secrets means having to broadcast them worldwide, how can companies ensure they are disclosing only what, when, where and how they want?
Michael Hermsen (Mayer Brown LLP) assesses the impact of the FASB Codification on company filings
PLI: FASB's Codification has been in effect for several months now; how
do you think it will affect filings by U.S. public companies?
MICHAEL HERMSEN: On June 30, 2009, the Financial Accounting
Standards Board (the "FASB") adopted Statement of Financial Accounting
Standards No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162
(the "FASB Codification"). In short, the purpose of the FASB
Codification was to reorganize all existing U.S. accounting and
reporting standards issued by the FASB and other related private-sector
standard setters into one authoritative body of literature, which will
ease research of accounting literature and reduce the risk of
noncompliance. (Additional benefits of the FASB Codification are that
it will assist with international convergence of accounting standards
and it will serve as the authoritative reference source for the new
XBRL requirements.) Going forward, all revisions will be made in real
time to the FASB Codification. The FASB Codification became effective
for all financial statements issued for interim and annual periods
ending after September 15, 2009 (the "Effective Date").
Peer-to-Peer (P2P) Lending
Online marketplace for lending and borrowing, accomplished outside the established financial system.
Continue reading "Peer-to-Peer (P2P) Lending"
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