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The SEC Expands and Accelerates Form 8-K Reporting
On March 11, 2004, the Securities and Exchange Commission (SEC) promulgated final rules that significantly alter the reporting requirements for public companies on Form 8-K. These final rules put into place a series of reforms first proposed in June 2002, and which were given additional momentum by Section 409 of the Sarbanes-Oxley Act of 2002 (SOX), which mandated that the SEC promulgate rules to require disclosure of additional information regarding material changes in the financial condition or operations of an issuer on a “rapid and current basis.” Section 409 of SOX provided additional impetus for the SEC to continue its trend toward a theoretical goal of real-time issuer disclosure, a goal furthered by the advent of two-business-day reporting of insider trading. The four-business-day deadline of the new Form 8-K will considerably increase the pressures on issuers and their advisers to create organized processes which will enable all potential triggering events under the revised form to be identified, evaluated, and processed into appropriate disclosure on an extremely expedited basis.
The proposed 8-K reforms include a number of important new requirements (eight new items in total), as well as expansion of two existing items and the relocation of two items from Forms 10-Q and 10-K into Form 8-K. The new items provide for a four business day filing deadline for most issuers (Form 6-K, for foreign private issuers, has not been amended). All of the new items become effective on Aug. 23, 2004, the date for EDGAR implementation of the new Form 8-K (after which the old form will not be accepted).
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Protecting Innovation in the Cyber World from Patent Trolls
With trillions of dollars to keep watch over, the last thing we need is the distraction of costly litigation brought on by patent assertion entities (PAEs or "patent trolls"), companies that don't make any products but instead seek royalties by asserting their patents against those who do make products.