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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).
Summary of Revised Form 8-K Items
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?