The Securities and Exchange Commission is implementing new rules which require issuers to make proxy materials available to shareholders via the Internet. The Commission plans to install the new e-proxy rules in two phases. First, large accelerated filers (not including investment companies) must comply with the new rules for proxy solicitations after January 1, 2008. Second, all other issuers and soliciting persons are to comply with the new rules for proxy solicitations after January 1, 2009.

Issuers should take note of the new rules’ implementation as increased technology in the disclosure process will drastically alter the way issuers, shareholders, and regulators communicate and interact.

As recently reported in SEC Currents, “While the new e-proxy rules are now voluntary, it is not too early for issuers to begin reviewing their proxy solicitation and annual meeting procedures to insure full compliance with the rules once they do become effective.”

Listed below is SEC Currents’ in-depth analysis of the relative risks and advantages associated with early adoption of the SEC’s E-Proxy rules. In addition, GSI has compiled a list of related search statements addressing issues related to technological advances in proxy statement notice and delivery.

E-Proxy

  • E-Proxy Consent Language
  • SEC Final Rule - E-Proxy
  • SEC News Releases - E-Proxy
  • E-Proxy Filers - Early Adopters
  • Microsoft - 2007 E-Proxy
  • Sara Lee Corp - 2007 E-Proxy Filing
  • Electronic Access to Proxy Material

Compensation Discussion & Analysis

  • CD&A - Compensation Committee Report
  • CD&A - Proxy - Change-In-Control Payments
  • CD&A - Proxy - Elements of Compensation Discussion
  • CD&A - Proxy - Performance Measures
  • CD&A - Proxy - Tax Reimbursement
  • Compensation Comm Report - Clawback Discussion

Early Adopters Advance E-Proxy Movement
Earlier this year, the Securities and Exchange Commission published their final rules requiring issuers to post all proxy materials on the Internet, commonly referred to as e-proxy. The new rules are intended to cut costs for all issuers; however, the rules may also make it easier for dissident shareholders to challenge incumbent director nominees backed by management. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

This past summer, the SEC announced a proposed rule change to Regulation D. The proposed revisions will redefine the concept of an accredited investor, adding a new exemption from the Securities Act of 1933 registration requirements for offers and sales to large accredited investors, as well as implementing a rule that would restrict specified bad actors from relying on Regulation D’s safe harbors.

As recently reported in SEC Currents, “The Commission’s proposed rule changes for private placements and restricted securities resale pose a real change in climate for capital raising efforts – particularly for smaller companies.”

To help assist with your research, GSI has prepared the following search statements and included an in-depth examination of this issue from SEC Currents.

Private Placements

  • Shelf Agreement- Private
  • S Corporation Distribution 144A/Private Placement
  • Regulation S Offerings - 144A/Private Placement
  • Private Placements - Pharmaceutical/Bio-Tech
  • Private Placement - Hedge Fund

Regulation D Offerings

  • Regulation D Transactions
  • No-Action Letter – Reg D - Securities Act of 1933
  • Regulation D- Rule 504 Offering
  • Regulation D - Rule 506 Offering

Foreign Exchange Offers

  • London Exchange Offerings
  • Shanghai Stock Exchange Offerings
  • Frankfurt Stock Exchange Offerings
  • Hong Kong Stock Exchange Offerings
  • Madrid Stock Exchange Offerings

SEC Currents: New Rules Alter Private Placements, Restricted Securities Resales
In August 2007, the SEC proposed an overhaul to Regulation D that largely liberalizes private placement exemptions for public companies. If adopted as proposed, the Commission will be considerably reducing both the number and magnitude of regulatory impediments for capital raising particularly for smaller public companies. Under its proposal, the Commission would add an entirely new exemption for private placements under Regulation D and would significantly amend Rule 144 to include shorter holding periods. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The Securities and Exchange Commission continues to streamline the rules on Internal Controls over Financial Reporting (ICFR) to address companies’ challenges under the complex standards. Under the ICFR rules, management is responsible for determining if there are any circumstances which might impinge or interfere with the accurate reflection of financial statements. The Commission’s most recent guidance on the financial reporting oversight rules significantly clarifies the appropriate standards and thresholds for management’s internal controls assessments.

As recently reported in SEC Currents, “…management has the opportunity to present a clearer picture of companies’ respective internal controls status. Given the Commission’s considerable efforts in this regard, issuers would be wise to apply the most updated and streamlined internal controls definitions."

Below GSI has compiled a list of search statements addressing internal controls. To launch your search, simply click on any link of interest.

10-Q Disclosure

  • 10-Q - Controls Weakness - Financial Process
  • 10-Q - Controls Weakness - Inventory Issues
  • 10-Q - Controls Weakness - GAAP Issues
  • 10-Q - Controls Weakness - Segregation of Duties
  • Section 404 - Unable To Comply - 10-Q

Non-U.S. Issuers

  • 20-F / 40-F - Disclosure Controls Weakness
  • Internal Control Over Fin Reporting - Non U.S. Rep
  • Internal Controls & Procedures Disclosure – SEDAR
  • Internal Controls- Software/Programs - Non U.S.

Reporting of Weakness

  • Controls Weakness - Non U.S. Sub of U.S Parent
  • Disclaimed Opinion
  • Discovery Of Weakness In Controls & Procedures
  • S&P 500 Issuer – Weak Internal Controls
  • Exculpatory Language – Internal Controls (Item 9a)
  • Weakness In Internal Controls – Litigation
  • Weakness In Internal Controls - M&A Related Disc

Expert Guidance

  • SSR - 8-K – Section 404
  • SSR – Internal Controls
  • SSR – Internal Controls – Weakness
  • SSR – Section 404 - Sarbanes-Oxley
  • No-Act – Section 404 - Sarbanes-Oxley Act

SEC Currents: Commission Guidance Clarifies Internal Controls Thresholds
Issuers continue to misapply internal controls standards despite the Securities and Exchange Commission's continuing efforts to streamline the complicated evaluation thresholds. Responding to this apparent necessity, the Commission's recent rules release further solidifies the Commission's commitment to providing a less rigid, discretionary based foundation for internal controls assessments. By establishing a concise definition for the term significant deficiency, the Commission provides issuers with the opportunity to prepare entirely reliable financial statements. As indicated by the controls failures spotlighted in issuers' securities filings, the SEC's rule-making could not have come at a better time. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The heated debate over corporate governance issues continues to pit Boards of Directors against activist shareholders in a battle over corporate direction. The influx of shareholder proposal addressing a wide variety of corporate governance issues from majority voting and proxy access to executive compensation and board composition are forcing management to consider shareholder viewpoints as never before.

Corporate governance concerns must be properly addressed to ensure a positive reaction from the investing public and interested securities regulators. As the role of the activist shareholder continues to evolve following the SEC’s proposed proxy access rules, issuers must prepare for the impending impact by proactively addressing relevant governance concerns.

Listed below is an in-depth examination from SEC Currents on the movement to separate the dual CEO/Chairman position that properly highlights the tenuous balance involved in implementing effective corporate governance standards. In addition, GSI has compiled a list of related search statements addressing corporate governance issues.

  • Audit Committee Independence – Disclosure
  • Controlled Company – Director Independence
  • Director Independence – Proxy
  • Section 404 – Compliance Costs - Issuer Disclosure
  • Risk Or Difficulties Regarding S-OX Compliance
  • 10-K - Item 1A Risk Factors - Section 404 Costs
  • Partner Rotation – Audit
  • Executive Sessions– Proxy
  • CD&A - Proxy - Performance Measures
  • Nomination Procedures – Proxy
  • SEC 8-K FAQ Guidance - Performance Goals
  • Corporate Governance Principles - Disclosure Of
  • Independent Nominating Committee – Proxy
  • Financial Expert – Audit Committee
  • Qualified Legal Compliance Committee - Proxy Disc
  • Board Size – Increase

Corporate Governance Spotlight: CEO-Chairman Separation
Perceived lapses in corporate governance are driving domestic issuers to address the pervasive control over the boardroom and the executive suite wielded by individuals simultaneously holding both the Chief Executive Officer and Chairman of the Board positions. Opposition to consolidating the CEO and Chairman roles remains widespread, as recent shareholder proposals call for the separation of the combined position to ensure accountability over executive leadership. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The Securities and Exchange Commission's prospective transition from Generally Accepted Accounting Principles (GAAP) to International Financial Reporting Standards (IFRS) should mitigate lingering accounting disclosure disparities between international and domestic public companies. Recent Commission roundtables and deliberations with international regulators have led to a concerted movement aimed at eradicating these complicated accounting disclosure differences. While official SEC rulemaking is still in the works, public companies should expect that the scope of their accounting disclosures could face substantial change.

Listed below is an in-depth examination from SEC Currents on the concept proposal and the potential effect on reporting. In addition, GSI has compiled a list of search statements related to IFRS. Simply click on any link of interest to launch your search.

  • 20-F / 40-F Financial Statements - IFRS Conformity
  • Contracts & Agreements – IFRS Clause Language
  • IFRS - Risk Factors - 10-K Item 1A
  • IFRS - SSR Involving Foreign Private Issuers
  • IFRS - Transition From U.S. GAAP to IFRS
  • Prospectus - MD&A - IFRS Discussion
  • Public Comment Letters - 33-8818 - IFRS Release
  • SEC News & Public Statements – IFRS
  • SEC Proposed Rule - IFRS
  • SEDAR - IFRS - Defined Term
  • Shared-Based Payments – Disclosure

SEC Currents: Domestic Issuers Addressing International Financial Reporting Standards, Accounting Shift
Lingering disparity between domestic and foreign filers' financial disclosures may soon subside with the Securities and Exchange Commission's prospective transition from Generally Accepted Accounting Principles (GAAP) to International Financial Reporting Standards (IFRS). Disclosure and accounting standards that deign varying standards for compliance have long been a thorn in the side of securities filers transacting international business. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The Securities and Exchange Commission has made clear its intentions to vigorously enforce compliance in fourth quarter filings. Given the Commission's zealous enforcement strategy this fall, issuers are best served to heed new Commission directives by installing a heightened level of transparency and compliance. As recently reported by SEC Currents, “there is no room to fumble a client's securities filing this season when the SEC so clearly has revealed its enforcement game plan.”

To help assist with your research and prepare you for the upcoming filing season, GSI has complied the following search statements. Simply click on any link of interest to launch your search.

EXECUTIVE COMPENSATION

  • CD&A - Disclosure in Proxy Filings
  • CD&A - No-Action Letter Discussion
  • CD&A - Proxy - Grants of Plan-Based Awards
  • CD&A - Proxy - Performance Measures
  • CD&A - Proxy - Tax Reimbursement
  • SEC Final Rule Release – CDA
  • SEC Pronouncement – CDA

SUBPRIME MORTGAGE INDUSTRY

  • 10-Q - Risk Factors – Sub-Prime Mortgage Industry
  • M&A Transactions – Sub-Prime Mortgage Exposure
  • Subprime Mortgage - SEC Staff Reviews
  • REIT - Risk Factors – Sub-Prime Mortgage Industry

PRIVATE EQUITY TRANSACTIONS

  • 10-Q - Risk Factors - Hedge Fund Competition
  • M&A – Private Equity Buyer / Leveraged Buy Out
  • Private Equity M&A Transaction
  • Leverage Buy Out (LBO)

BACKDATING OF STOCK OPTIONS

  • APB 25 – Inadvertent Backdating of Options
  • Backdating- "Clawback" of Profits
  • Civil Fraud - Backdating - General Counsel
  • Comfort Statement – Back-Dating

SEC Currents: Commission Ramping Up Compliance, Enforcement Efforts
New securities compliance concerns recently ignited what appears to be an aggressive fourth quarter enforcement agenda for the Securities and Exchange Commission's Division of Enforcement Staff. Recent failings in the subprime mortgage industry, continued prevalence of exorbitant executive compensation policies, newfound prominence of private investment practices, and persistent cries to address various corporate governance proposals act as fuel for the summer-rested SEC Staff. Indeed, practitioners should prepare disclosures in anticipation of potential heightened scrutiny when it comes to certain compliance measures, as in recent months the Securities and Exchange Commission has unequivocally recommitted itself towards a more unified approach in enforcing securities disclosure rules. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Failures in the subprime mortgage industry are having a far-reaching impact on the ability of issuers in other industries to secure credit and complete highly leveraged transactions. As a result of this downturn, the SEC’s Division of Enforcement is taking a more aggressive stance on how issuers report their exposure to market risks associated with the deteriorating subprime mortgage industry.

As recently reported in SEC Currents, “issuers are indeed bolstering their risk factor disclosures to appropriately reveal the risks associated with collateralized debt obligations and other asset-backed security concerns.” To help assist with your research, GSI has prepared the following search statements.

  • Sub-Prime Mortgage - Risk - Prospectus
  • Sub-Prime Mortgage - SEC Staff Reviews
  • Sub-Prime Lending - Risk Factors - 10-K
  • 20-F/40-F Disclosure - Sub-Prime Lending Impact
  • REIT - Risk Factors - Sub-Prime Mortgage Industry
  • SEDAR - Sub-Prime Mortgage - Exposure
  • 10-Q - Risk Factors - Sub-Prime Mortgage Industry
  • M&A Transactions - Sub-Prime Mortgage Exposure
  • KKR - Harman Int - M&A Transaction Withdrawal
  • Asset Backed Automobile Lease
  • Asset Backed Home Equity Loan
  • Asset Backed Mortgage Loan Offerings
  • Credit Card Asset-Backed Deals
  • Mortgage Collateralized Offerings
  • Master Loan Participation & Servicing Agreement
  • Form Of Servicing Agreement

SEC Currents: Collateralized Debt Obligation Failures Threaten Many Industries Outside Subprime
The recent trickle-down credit crunch largely stemming from failures in the subprime mortgage industry is causing a variety of issuers to amend their securities filings -- adding redesigned risk factor disclosure statements to curb potential regulators' ire. Many mortgage lenders and other financial institutions are in risk of defaulting on risky loans, opening the door for cash-rich debt vultures to play the hero. As banks are failing to syndicate loans used to bridge many private equity transactions, many financial institutions are being forced to hold those loans on their own books paying a hefty price for underwriting risky deals that hinged on acquiring cheap credit. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

In July 2007, the Securities & Exchange Commission released two proposed rules centering on shareholder proxy access. The comment period ends October 2, 2007 and the final rule is expected from the SEC this fall. The intent of the SEC’s proposals is to examine the existing proxy rules and consider initiating changes that would potentially allow for greater shareholder access and possibly impacting the existing methods used to nominate directors.

Listed below is an in-depth examination from SEC Currents on the rule proposals and their potential effect on shareholder access. In addition, GSI has compiled a list of related search statements addressing shareholder proposals and the nomination of directors in the proxy solicitation process.

  • SEC Proposed Rule - Shareholder Proxy Access
  • SEC Proposed Rule - Shareholder Access
  • Exclusion Of Proposal – Rule 14a-8(i)(3)
  • S&P 500 Proxy - Proposal to amend By-laws
  • SSR - Correspondences Related to Rule 14a8
  • Staff Legal Bulletin No. 14c Shareholder Proposals
  • AFSCME v. AIG - Comment on 2nd Circuit Ruling
  • No-Act - Shareholder Eligibility Requirements
  • E-Proxy Consent Language
  • Electronic Access to Proxy Material
  • SSR - Proxy Proposals
  • Opposition Statement To Shareholder Proposal
  • Revision of Proposal

SEC Currents: Alternative Proposals Provide Elusive Answer to Shareholder Access
The Securities and Exchange Commission's July release of two alternative proxy access proposals reveals two divergent plans for shareholder access, either of which, if applied, will irrevocably alter the dynamics of corporate structure and processes. The two proposals aimed at opposite sides of the shareholder access debate have left corollary issues like shareholder nomination of directors and the greater shareholder communication process hanging in the balance. There is no doubt that the Commission's opposing proposals will determine shareholders' role in corporate politics for the upcoming proxy season and the foreseeable future. This SEC Currents study will flesh out the respective proposals with an eye towards previous Commission rule-making efforts and a particular focus on the potential impact for all public companies. Read more

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The SEC recently sent out over 300 letters to corporations requesting additional details regarding executive pay, in which the recipients were only given 30 days to reply. This recent correspondence by the SEC has reignited the debate over executive pay disclosures and the related challenges faced by companies of how much to report when it comes to executive compensation.

To save you time, GSI has developed the following search statements to help you quickly find the information of most interest to you. Simply click on any subject to immediately begin your research.

  • CD&A – Disclosure in Proxy Filings
  • CD&A - No-Action Letter Discussion
  • CD&A - Proxy - Change-In-Control Payments
  • CD&A - Proxy - Grants of Plan-Based Awards
  • CD&A - Proxy - Elements of Compensation Discussion
  • CD&A - Proxy - Performance Measures
  • CD&A - Proxy - Tax Reimbursement
  • Grants of Plan Based Awards - CD&A
  • SEC Comment Letters – CDA
  • CD&A - Disclosure in 8-K
  • CD&A - 8-K Item 5.02 - Changes to Plans
  • CD&A - Disclosure on Registration Statement

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

GSI is pleased to partner with West Legalworks to present the upcoming Investment Management Seminar. For more information or to register, please click on the banner below.

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West, is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Before you begin drafting your next agreement or structuring your next deal, look to GSI's LIVEDGAR for the powerful research tools and information that will help you conduct targeted research and prepare the agreements, contracts and documents associated with your important M&A transactions.

LIVEDGAR offers you many databases related to M&A that allow you to conduct extremely granular research on all aspects of your M&A deals. For example, Precedent Authority enables you to drill down into the specifics of any key M&A agreement using document title, clause name, definition and jurisdiction, giving you access to the most comprehensive collection of model documents in the industry.

To save you time, GSI has developed the following search statements to help you quickly find the precedent language you need. Simply click on any subject of interest to immediately begin your research.

Material Disclosure

  • 409a - M&A Transactional Disclosure – Compliance
  • 8-K - Item 5.01 - Changes In Control of Registrant
  • Internal Controls & Acquisition - 10-Q Item 4 Disc
  • Weakness In Internal Controls - M&A Related Disc

Precedents & Models

  • Bring-Down - M&A
  • Dead Hand Provision
  • Earn-Out Payment Provision
  • Fiduciary Out - M&A
  • Poison Pill- With Table of Contents
  • Price Collar - M&A
  • M&A Transactional Docs - Chinese Governing Law
  • M&A - 1031 Clause Language

Structures & Analytics

  • Back End Merger
  • Acquisition Of Joint Venture
  • Second Step Merger
  • Asset Purchase Agreement
  • Squeeze Out

Private Equity

  • Blackstone Group - Private Equity Transactions
  • Going Private Transactions
  • M&A - Private Equity Buyer / Leveraged Buy Out

Guidance & Reviews

  • No-Action Letters- Tender Offers
  • SSR - Merger Related Proxy - Staff Review
  • SSR - M&A - Closing or Completion Review
  • SSR - "Arm's Length" Transaction
  • SSR - 8-K - Item 2.01 Completion of Acquisition

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

GSI is pleased to partner with West Legalworks to present the upcoming Investment Management Seminar. For more information or to register, please click on the banner below.

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Before you begin drafting your 10-Q, look to GSI for the research tools and information that will help you conduct targeted research and prepare filings that will meet SEC disclosure requirements the first time around.

To help you prepare for filing, GSI has compiled the following search strings that will assist you in easily locating important precedent language in advance of drafting your own filing. Simply click on any subject of interest to immediately begin your research.

In addition, our Transactional Law Research Department can also assist you by locating content that may not be available within the collection. To take advantage of our team of seasoned professionals, simply call 800.669.1154 or e-mail gsi.info@thomson.com.

Accounting

  • 10-Q - Controls Weakness - Lease Accounting
  • SAB 107 - Interpretive Guidance – Form 10-Q
  • Accounting Principles Board Opinion No. 25
  • APB 25 - Inadvertent Backdating of Options
  • Auditor Not Registered With PCAOB / No Opinion
  • Critical Accounting Estimates
  • Revenue Recognition
  • IFRS- Transition From U.S. GAAP to IFRS
  • 10-Q- Allowance For Doubtful Accounts
  • 10-Q - FIN 48 - Reversal In Liability
  • 10-Q - FIN 48 - Cumulative Impact
  • 10-Q - FIN 48 - Estimated Retained Earnings
  • 10-Q Tax Liability - Subsidiary

Backdating Disclosure

  • 10-Q- Back-Dating - IRS Implications
  • Non-Timely Filing of Form 10-Q – Back-Dating
  • 10-Q - Comfort Statement Regarding Back-Dating
  • 10-Q – Ongoing Backdating Investigation
  • 10-Q - MD&A – Back-Dating

Material Disclosure

  • 10-Q - Section 409a – Compensation
  • Earnings Per Share Disclosure - 10-Q
  • 10-Q - Litigation - Shareholder Suit
  • 10-Q - Litigation - SEC Investigation
  • 10-Q - Litigation - Patent/Intellectual Property
  • 10-Q - Litigation - Derivative Suit
  • 10-Q - Non-Accelerated Filer
  • 10-Q - Accelerated Filer

SEC Staff Reviews

  • SSR – 10-Q Prt I - Item 1 - Financial Statements
  • SSR - 10-Q Prt I Item 3 - Quantitative & Qualitat
  • SSR - 10-Q Prt I - Item 4 - Controls & Procedures
  • SSR - 10-Q Prt II - Item 3 - Defaults Upon Sr Sec
  • SSR - 10-Q Prt I - Item 2 - Managements Discussion
  • SEC Staff Comments - Internal Controls Weaknesses

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

GSI is pleased to partner with West Legalworks to present the upcoming Investment Management Seminar. For more information or to register, please click on the banner below.

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.
If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

GSI, a division of West is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Foreign private issuers must be prepared to meet the ongoing challenges of reporting and compliance obligations imposed by U.S. regulators. LIVEDGAR presents innovative solutions by enabling users to extract precedent examples, review regulatory interpretations and guidance as well as accessing unique transactional models, all focused on non U.S. issuers.

International markets continue to experience record growth making the global market place a competitive zone for corporate transactional deals that do not fall under the regulatory purview of the SEC. To begin your search, simply click on a link below.

20-F Sections

  • 20-F / 40-F - Regulatory Factors Discussion
  • 20-F / 40-F - Legal Proceedings
  • 20-F / 40-F Financial Statements - IFRS Conformity
  • 20-F / 40-F - Executive Compensation
  • 20-F / 40-F - MD&A – Delisting
  • 20-F / 40-F - Disclosure Controls Weakness

Disclosure Events

  • 409a - Non U.S. Issuer – Disclosure
  • Back-Dating Review - Foreign Private Issuers
  • Board of Directors, Resignation of - Non-U.S.
  • 20-F - Item 15, Controls & Procedures

Accounting/Finance

  • GAAP Comparisons (Country)
  • IFRS - SSR Involving Foreign Private Issuers
  • IFRS - Transition From U.S. GAAP to IFRS
  • SSR - Foreign Private Issuer - Acct Policies
  • Restatement of Financial Statement - Non-U.S. Co.
  • FASB - Adoption Disclosure By Non U.S. Issuer

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Before you begin drafting your 10-Q, look to GSI for the research tools and information that will help you conduct targeted research and prepare filings that will meet SEC disclosure requirements the first time around.

To help during this hectic time, GSI has compiled the following search strings that will assist you in easily locating important precedent language in advance of preparing your own filing. Simply click on any subject of interest to immediately begin your research.

In addition, GSI is pleased to provide you with in-depth coverage of emerging trends in disclosures through its thought leading publication SEC Currents. Listed below are several features that will assist you as you prepare your 10-Q.

ACOUNTING DISCLOSURE

  • FASB 141 Disclosure – Form 10-Q
  • Implementation of Section 404 - Fees – Form 10-Q
  • 10-Q - Section 409a – Compensation
  • 10-Q - Allowance For Doubtful Accounts
  • 10-Q - FIN 48 - Estimated Retained Earnings
  • 10-Q - FIN 48 - Cumulative Impact
  • 10-Q - FIN 48 - Reversal In Liability

FIN 48 Revisited: Fog Clearing on Controversial Tax Disclosures
For months, issuers have stalled on the application of the Financial Accounting Services Board's Financial Interpretation Number 48 (FIN 48). Confounded by the complexity of FIN 48's evaluations, these issuers have sought reprieve by requesting additional guidance and delays on implementation, to little effect. These long awaited filings applying FIN 48 are beginning to trickle in -- providing relevant examples of the formal application of FIN 48's challenging standards with the addition of the FASB's recent proposed FIN 48 guidance. This new round of FIN 48 disclosures identified by SEC Currents highlight the application of FIN 48 in a number of different circumstances and provides necessary guidance for issuers that continue to retreat from FIN 48's rigorous requirements. Read More….

INTERNAL CONTROLS

  • Ineffective Disclosure Controls - 10-Q
  • Improvements To Internal Controls - 10-Q
  • 10-Q - Back-Dating - IRS Implications
  • 10-Q - Controls Weakness - GAAP Issues
  • 10-Q - Controls Weakness - Inventory Issues
  • 10-Q - Controls Weakness - Lease Accounting

COMPENSATION

  • Earnings Per Share Disclosure - 10-Q
  • Repatriation of Earnings – Form 10-Q
  • 10-Q - Comfort Statement Regarding Back-Dating
  • 10-Q - Risk Factors - Backdating Penalties
  • 10-Q - Settlement of Back-Dating Charges
  • 10-Q - Ongoing Backdating Investigation

Executive Enforcement: An Analysis of Recent SEC Efforts to Curb Backdating
The noticeably slow pace of enforcement actions brought by both the Securities and Exchange Commission and Department of Justice for illegal stock option grant practices flies in stark contrast to the initial Federal decree and media blitz that thrust corporate executive compensation practices into the public eye in 2006. Despite the widespread outcry, the Commission has announced federal backdating charges against executives from only three companies relating to stock option backdating schemes during the first 60-days of 2007: McAfee, Inc., Monster Worldwide, Inc., and Engineered Support Systems, Inc. -- a relatively small number considering the hype and number of open investigations. Read More….

DISCLOSURE TRENDS

  • 10-Q - Prt II - Item 3 Default on Senior Sec
  • 10-Q - Prt II - Item 1 Legal Proceedings
  • 10-Q - Litigation - Patent/Intellectual Property
  • 10-Q - Item 1A Risk Factors
  • 10-Q - Notes to Financials
  • 10-Q - Income Statement
  • 10-Q - Balance Sheet
  • 10-Q - Risk Factors - Hedge Fund Competition
  • 10-Q Tax Liability – Subsidiary

Healthy Disclosure: New Risk Factors Trim Fat, Clear Air
Widespread fears of litigation compounded by recent enactments of both state and federal regulations restricting use of products linked to public health concerns have prodded issuers to disclose new risks -- some which may be detrimental to their own operational success. New regulations curbing the use of Trans-Fatty Acids (trans fats) in food products and an increasing number of state ordinances outlawing tobacco smoking and gambling in public places, including restaurants and bars, have encouraged companies to report and retool their securities disclosure filings accordingly. Read More….

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

GSI is pleased to announce the release of two new features to LIVEDGAR. SEDAR Model Documents allows you to conduct extremely focused research on the contracts and agreements associated with SEDAR filings. With convenient check boxes and search fields, SEDAR Model Documents enables you to drill down into the specifics of any document by its title, clause title, defined terms and more. This powerful research tool will give you a competitive edge and save you valuable time.

In addition, GSI added section searching functionality to its industry-leading SEC Staff Reviews database, making this comprehensive collection an even more valuable resource for SEC staff comment letters, issuer responses and subsequently filed amendments. Now, users can conduct precise research on any SEC staff review letter or response using 91 distinctive topics spanning LIVEDGAR’s collection of over 53,000 letters dating back to 2002.

To save you time, we have identified the following searches, which will help you quickly find the exact information you need. Simply click on any subject of interest to immediately begin your search.

SEDAR MODEL DOCUMENTS

  • SEDAR - Lock Up Agreement
  • SEDAR - Merger Contracts - CFIUS
  • SEDAR - Tax Reimbursement Clause Language
  • SEDAR - License Clause – Internet
  • SEDAR - Bio Tech - License Agreements
  • SEDAR - Share Purchase Agreement - Quebec Law
  • SEDAR - Employment Contracts – Options
  • SEDAR - IFRS - Defined Term
  • SEDAR - Model Sale/Purchase Agreements
  • SEDAR - Indemnity - Defined Term
  • SEDAR - Management Agreement - Gov Law
  • SEDAR - Credit Agreement - Default Clause

SEC STAFF REVIEW BY DOCUMENT SECTION

  • SSR - Financial Disclosure – PWC
  • SSR - Internal Controls - Weakness
  • SSR - Compensation Disclosure Review
  • SSR - Shareholder Communication - Proposals
  • SSR - Registrations - Forward Looking Statement
  • SSR - M&A - Closing or Completion Review
  • SSR - Periodic Reports - Accountants
  • SSR - Financial Disclosure - PWC

Please note that SEDAR Model Documents and SEC Staff Reviews are part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

GSI and Thomson Financial have been collaborating to provide you with the most comprehensive set of legal league tables in the industry. By leveraging our comprehensive datasets and strong relationships with legal and banking advisors, we can provide the legal market with the industry-standard for benchmarking and competitive analysis.

We are working to reconcile our criteria and datasets and will keep you informed of our progress. For first quarter league tables, please see below the Accountant Rankings for First Quarter 2007. For additional league tables, please go to www.thomson.com/league

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Accountant Rankings for First Quarter 2007^*, US Public Company Involvement
Completed Mergers Ranked By Total Transaction Value^

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on April 2, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

GSI and Thomson Financial have been collaborating to provide you with the most comprehensive set of legal league tables in the industry. By leveraging our comprehensive datasets and strong relationships with legal and banking advisors, we can provide the legal market with the industry-standard for benchmarking and competitive analysis.

We are working to reconcile our criteria and datasets and will keep you informed of our progress. For first quarter league tables, please see below the Legal Counsel Rankings for First Quarter 2007. For additional league tables, please go to www.thomson.com/league

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Legal Counsel Rankings for First Quarter 2007^*, US Public Company Involvement
Completed Mergers Ranked By Total Transaction Value^

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on April 2, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

GSI and Thomson Financial have been collaborating to provide you with the most comprehensive set of legal league tables in the industry. By leveraging our comprehensive datasets and strong relationships with legal and banking advisors, we can provide the legal market with the industry-standard for benchmarking and competitive analysis.

We are working to reconcile our criteria and datasets and will keep you informed of our progress. For first quarter league tables, please see below the Underwriter – Advisor Rankings for First Quarter 2007. For additional league tables, please go to www.thomson.com/league

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Underwriter – Advisor Rankings for First Quarter 2007^*, US Public Company
Involvement Completed Mergers Ranked By Total Transaction Value^

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on April 2, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

The Securities & Exchange Commission’s new Executive Compensation Regulations ushered in sweeping changes to required disclosure in both periodic reports and registration statements. As a service to our customers, we have leveraged LIVEDGAR to provide you with the first in-practice precedent language regarding Compensation Discussion & Analysis reporting. To start an alert for that topic, select the Add as Alert link at the top of your search results page.

In addition, GSI is pleased to provide you with in-depth coverage of the new CD&A disclosure requirements through its thought leading publication SEC Currents. Listed below are several features that take a comprehensive look at the new requirements and their effects on disclosure. If you are interested in learning more about subscribing to SEC Currents, simply click here.

COMPENSATION DISCUSSION & ANALYSIS

  • CD&A - Disclosure in Proxy Filings
  • CD&A - Proxy - Performance Measures
  • MDU Resources Group - CD&A - Performance Measures
  • CD&A - Proxy - Change-In-Control Payments
  • CD&A - Proxy - Elements of Compensation Discussion
  • CD&A - Proxy - Tax Reimbursement
  • CD&A - Compensation Committee Report

Disclosure Delay: Issuers Miss Mark With CD&A, Thousands Missing
Thousands of public companies have not assimilated to the Securities and Exchange Commission's new executive compensation disclosure rules in their first quarter filings despite a general enhancement in most issuers' compensation disclosures since the SEC unleashed the new rules in December 2006. Results of a recent study conducted by SEC Currents reveal that over 2,000 issuers have failed to include Compensation Discussion and Analysis (CD&A) disclosures with their SEC filings as required under the Commission's new executive compensation rules. Despite overwhelming media coverage of the new rule changes, many issuers appear to be lost in the disclosure reporting processes of old. Read More….

Severance & Change of Control: New CD&As Reflect Disclosure Inconsistencies
The Securities and Exchange Commission's new executive compensation and related party disclosure regulations now require issuers to report severance and change in control arrangements in registration statements, proxies, and Forms 10-K under the new Compensation Discussion and Analysis section (CD&A). While most issuers are including CD&A sections in their 2007 filings, there appears to be wide variance among issuers as to what information is actually disclosed and in what manner -- severance and change in control arrangement disclosures being among the most blatant. Read More….

Gross Profit: Tax Reimbursements Prevalent in New Disclosures
Public Companies' recent securities filings are bringing the previously clouded compensation mechanism known as tax reimbursement -- or gross-ups -- into the light of public disclosure. The Securities and Exchange Commission's new executive compensation rules are apparently achieving their objective, as increased transparency requirements are providing previously unavailable insight into potentially abusive executive perquisite packages. The emerging prevalence of tax gross-ups provides yet another example of issuers' excessive executive pay practices. Read More….

SHAREHOLDER COMMUNICATION

  • Communication With The Board
  • Compensation Comm Report - Clawback Discussion
  • Expensing Of Options - SFAS 123
  • Option Grants Disclosure – Proxy
  • Removal Of Shareholder Consent Right
  • Cumulative Voting Rights On Election Of Directors
  • E-Proxy Consent Language
  • Employment / Change in Control Agreements – Proxy
  • Microsoft Corp - Clawback Policy

Fair Pay Failures: Excess Earnings Prompt Clawback Provisions, Proposals
From the most egregious cases of options backdating to unrealized financial objectives and failed mergers, executives are receiving compensation that they have not earned. While regulators have undoubtedly focused on bringing nefarious actors and practices to light, the recovery of undeserved pay has fallen by the wayside. A SEC Currents study indicates that issuers and shareholders are taking measures to address this striking failure by implementing policies and submitting proposals that proactively mandate the return of unearned compensation. Read More….

SEC PRONOUNCEMENTS

  • SSR - Correspondences Related to Rule 14a8
  • CD&A - No-Action Letter Discussion
  • SEC Pronouncement – CDA
  • No-Action - Exclude Clawback Provision

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

On February 23, 2007, John White, Director of Corporation Finance for the SEC, put forth his agenda for his division at the Annual Conference of Securities Regulation and Business Law. Mr. White’s address focused on eleven key initiatives and the need for “transparency” in regulation and the disclosures in response to those regulations.

To help you stay current, GSI has prepared the following search strings for your use. Simply click on any item of interest to get started. To start an alert for that topic, select the Add as Alert link at the top of your search results page.

In addition, GSI is pleased to provide you with in-depth coverage of some of the key issues through its thought leading publication SEC Currents. These features provide a comprehensive look at the latest SEC trends and developing requirements. If you are interested in learning more about subscribing to SEC Currents, simply click here.

MANAGEMENT GUIDANCE

  • Disclaimed Opinion
  • PCAOB - Internal Control Over Financial Reporting
  • Report - Internal Control Over Financial Reporting
  • Internal Control over Fin Reporting - Non U.S. Rep
  • SSR - Section 404- Sarbanes-Oxley

E-PROXY

Compensatory Currents: New CD&As Vary in Form, Substance
Since mid-December public companies have been required to comport with the Securities and Exchange Commission's new executive compensation requirements, including enhanced disclosures in the new Compensation Discussion & Analysis (CD&A) sections to be reported on Forms 10-K, proxy statements, and registration statements. To date, issuers are using the CD&A section to clarify and detail four prevalent items: (1) compensation package calculations and methodologies; (2) scope, purpose, and procedures of Compensation Committees and their members; (3) roles and relationship with outside compensation consultants; and (4) corporate stock option grant practices. Read More….

  • E-Proxy Consent Language
  • CD&A - Disclosure in Proxy Filings
  • Negative Income - Compensation of Executives
  • No-Action - Exclude Clawback Provision

EXECUTIVE COMPENSATION DISCLOSURE

Severance & Change of Control: New CD&As Reflect Disclosure Inconsistencies
The Securities and Exchange Commission's new executive compensation and related party disclosure regulations now require issuers to report severance and change in control arrangements in registration statements, proxies, and Forms 10-K under the new Compensation Discussion and Analysis section (CD&A). While most issuers are including CD&A sections in their 2007 filings, there appears to be wide variance among issuers as to what information is actually disclosed and in what manner -- severance and change in control arrangement disclosures being among the most blatant. Read More….

  • CD&A - Compensation Committee Report
  • CD&A - 10-K Item 11 Executive Compensation
  • CD&A - 8-K Item 5.02 - Changes to Plans
  • CD&A - No-Action Letter Discussion
  • CD&A - Disclosure on Registration Statement

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Foreign Private Issuers Welcome New SEC Exit Rules, Requirements
In yet another effort to ease restrictions for foreign private issuers to deregister their equity securities from U.S. markets, the Securities and Exchange Commission re-proposed amended rules in December 2006 governing when foreign private issuers may abandon the registration and reporting requirements under the Securities Exchange Act of 1934 (Exchange Act). The SEC's latest effort to appease foreign-based private issuers comes on the heels of an intense lobbying effort by foreign issuer industry associations reacting to the SEC's initial 2005 amendment proposal, which did not reach far enough to appease foreign private issuers and their quest to dodge the regulatory burdens of Section 404 of the Sarbanes-Oxley Act of 2002. Read More….

  • IFRS - SSR Involving Foreign Private Issuers
  • IFRS - Risk Factors - 10-K Item 1A
  • IFRS - Transition from U.S. GAAP to IFRS

RESTATEMENTS & ITEM 4.02 OF FORM 8-K

  • 8-K - Item 4.02 Non-Reliance On Financial Data
  • Amended 8-K Due To Item 4.02 Concerns
  • SEC 8-K FAQ Guidance - Non-Reliance On Financials
  • SSR - 8-K – Item 4.02 Non-Reliance on Financials

SMALL BUSINESS CAPITAL RAISING & PRIVATE OFFERINGS

Going, Going, Gone: Small Businesses Exit Public Markets, Bypass Regulation
A considerable number of filings indicate that smaller issuers have cast their ballot in the continuing over-regulation debate. Issuers are engaging in going private transactions to avoid the scrutiny and burdensome costs of securities regulation at a quickening pace. A recent SEC Currents investigation into issuers' filings has confirmed the existence of this trend. This analysis places emphasis on the small business entities that are least represented in the ongoing competitiveness debate yet most subject to the perceived strangle hold of excessive regulations. SEC Currents evaluation of filers uncovers both the method and the motivation for these movements. Read More….

  • SSR – Small Business Registration
  • Financial disclosure by small business
  • 10-KSB, Item 8a - Controls & Procedures
  • Voluntary Filer - SEC Filings
  • Small Business Quarterly Report - Internal Control

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

GSI is pleased to announce the release of a company variant name search, a powerful new functionality within LIVEDGAR's Company Search feature that enables you to conduct a company search using a subsidiary or AKA name. Even if you are familiar with the company, but only know the subsidiary name or AKA name, the company variant name search will identify and return the parent name, simplifying your research and saving you time by providing intuitive search results. In addition, you can obtain a complete listing of a company's subsidiaries from the Subsidiaries link under Information on the Company Filings page.

Whether you are doing competitive research, investigating business development opportunities or conducting due diligence, LIVEDGAR is a valuable resource for tracking public companies and hot topics in the news. Simply click on the any of the links below to access key information about these companies and hot topics that is unavailable anywhere else.

SEC STAFF REVIEWS

  • Apple Computers - Staff Review Correspondences
  • Item 1B - Unresolved Comments – Eastman Kodak
  • GM Corp - SEC Staff Review Correspondence

MATERIAL DISCLOSURE

  • Earnings Releases - Home Improvement Industry
  • Ford Motor Co. - Earnings Releases
  • Apple Computers - Steven Jobs Related-Party Trans
  • Ford Motor Co. - "Way Forward Plan" Disclosure

CLAWBACK PROVISIONS

  • Pfizer Inc. - Clawback Provision
  • General Motors - Shareholder Proposal – Clawback
  • Hewlett Packard - Shareholder Proposal - Clawback

BACKDATING

  • Oracle Corp - Option Granting Policy - Back-Dating
  • Molex Inc - Repayment of Gains - Back-dating
  • Equinix - No Intentional Misconduct - Back-Dating

PRIVATE EQUITY TRANSACTIONS

  • Delphi - Appaloosa Mngt - Private Equity Deal
  • Dunkin Brands - Private Equity M&A Transaction
  • Blackstone Group - Private Equity Transactions

To find key information on any public company use LIVEDGAR's Company / Ticker database today. Or conduct issues-based research on any hot corporate disclosure topic from the Topical Research Library's collection of over 2,100 predefined searches.

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Before you begin drafting your 10-K, look to GSI for the research tools and information that will help you conduct targeted research and prepare filings that will meet SEC disclosure requirements the first time around.

To help during this hectic time, GSI has compiled the following search strings that will assist you in easily locating important precedent language in advance of preparing your own filing. Simply click on any subject of interest to immediately begin your research.

In addition, our Professional Services Department can also assist you by locating content that may not be available within the collection. To take advantage of our team of seasoned professionals, simply call 800.669.1154 or e-mail gsi.info@thomson.com.

BACK-DATING OF STOCK OPTIONS

  • 10-K Item 1A – Risk Factors – Back-Dating
  • 10-K – MD&A – Back-Dating
  • Back-dating - "Clawback" of Profits
  • Non-timely Filing of Form 10-K – Back-Dating
  • SSR - Staff Reviews Addressing Back-Dating

COMPENSATION DISCUSSION & ANALYSIS

  • CD&A – No-Action Letter Discussion
  • CD&A - 10-K Item 11 Executive Compensation
  • CD&A - Compensation Committee Report
  • CD&A - No Compensation Committee

RELATED PARTY TRANSACTION DISCLOSURE

  • Related Party Transactions – Family Members
  • Related Party Trans Involving Aircrafts – 10-K
  • SSR - Related-Party Transactions

NON-TIMELY FILING OF FORM 10-K

  • Financial Discrepancies – Late Filing Of Form 10-K
  • Late Filing of 10-K Due To Accounting Changes
  • Late Filing of 10-K Due To an Investigation
  • Late Filing of 10-K Due To Tax Difficulties/Issues

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

Foreign private issuers must be prepared to meet the ongoing challenges of reporting and compliance obligations imposed by U.S. regulators in a post Sarbanes-Oxley environment. LIVEDGAR presents unprecedented solutions by enabling users to extract precedent examples, review regulatory interpretations and guidance, as well as accessing unique transactional models, all focused on non U.S. issuers.

International markets continue to experience record growth, making the global market place a competitive zone for corporate transactional deals that do not fall under the regulatory purview of the SEC. LIVEDGAR's International Prospectus & 144A database allows users to tap into over 80,000 non-U.S. registered offerings listed on 160 international exchanges worldwide involving issuers domiciled in over 139 countries. To begin your search, simply click on a link below. To start an alert for that topic, select the Add as Alert link at the top of your search results page.

SEC PRONOUNCEMENTS & INTERPRETIVE RESOURCES

  • No-Act Letters - Foreign Private Issuers - '34 Act
  • SSR - Foreign Private Issuers – Registrations
  • SSR - Foreign Private Issuer - Acct Policies

COMPLEX TRANSACTIONS

  • Indenture - European Issuer - Currency Clause
  • M&A Transactional Docs - Chinese Governing Law
  • London Exchange Offerings
  • Shelf Registration - Non-U.S. Issuer
  • M&A - UK Target

REQUIRED DISCLOSURE

  • Back-Dating Review - Foreign Private Issuers
  • Forward Looking Statement Safe
  • Restatement of Financial Statement - Non-U.S. Co.

TAX & ACCOUNTING

  • 409a - Non U.S. Issuer – Disclosure
  • GAAP Comparisons (Country)
  • Audit Committee Charter For Non-U.S. Issuer
  • Year End Dividend - Non-U.S. Issuers (Per Share)

144A/PRIVATE PLACEMENT

  • Non-GAAP Financial Measures In 144A Offerings
  • Private Placement/144A - Chinese Domicile
  • Private Placements - Pharmaceutical/Bio-Tech

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

League tables continue to be an important way to measure the volume of industry activity and how the key players in the accounting community stack up.

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To see how the Deal Maker Roundup feature works, click on any firm listed below and LIVEDGAR will automatically create a Roundup report on that firm.

Accountant Rankings for Calendar Year 2006^*
Completed Mergers Ranked By Total Transaction Value^

Alternatively, under the Counsel, Accountant and Underwriter-Advisor headings in the Deal Maker Roundups database, you can generate a Roundup for any firm of interest that is listed in the extensive drop-down menu of firm names. Additional search fields enable you to specify the type and stage of deal or offering, whether the party is part of the acquirer or target, and the industry. It's an ideal way to quickly and easily gather corporate intelligence on any firm involved in mergers and acquisitions or registrations.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on January 9, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

League tables continue to be an important way to measure the volume of industry activity and how the key players in the legal community stack up.

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To see how the Deal Maker Roundup feature works, click on any firm listed below and LIVEDGAR will automatically create a Roundup report on that firm.

Legal Counsel Rankings for Calendar Year 2006^*
Completed Mergers Ranked By Total Transaction Value^

Alternatively, under the Counsel, Accountant and Underwriter-Advisor headings in the Deal Maker Roundups database, you can generate a Roundup for any firm of interest that is listed in the extensive drop-down menu of firm names. Additional search fields enable you to specify the type and stage of deal or offering, whether the party is part of the acquirer or target, and the industry. It's an ideal way to quickly and easily gather corporate intelligence on any firm involved in mergers and acquisitions or registrations.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on January 9, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]

League tables continue to be an important way to measure the volume of industry activity and how the key players in the underwriter-advisor community stack up.

With LIVEDGAR's Deal Maker Roundups you can instantly create league tables like the one below for any law, accounting or investment banking firm. You can also generate a professionally formatted PDF report on the activities of any firm listed in the table by clicking on the firm name. The report will include a cover page, table of contents and an abstract of all the deals and transactions that occurred during the time frame requested.

To see how the Deal Maker Roundup feature works, click on any firm listed below and LIVEDGAR will automatically create a Roundup report on that firm.

Underwriter-Advisor Rankings for Calendar Year 2006^*
Completed Mergers Ranked By Total Transaction Value^

Alternatively, under the Counsel, Accountant and Underwriter-Advisor headings in the Deal Maker Roundups database, you can generate a Roundup for any firm of interest that is listed in the extensive drop-down menu of firm names. Additional search fields enable you to specify the type and stage of deal or offering, whether the party is part of the acquirer or target, and the industry. It's an ideal way to quickly and easily gather corporate intelligence on any firm involved in mergers and acquisitions or registrations.

To create a Roundup or to find out if the industry rankings change between now and the end of the quarter, login to Deal Maker Roundups today.

Please note that Deal Maker Roundups is part of LIVEDGAR's Value-Added Content and there may be additional charges for using this database. You can read more about LIVEDGAR's Value-Added Content and rate schedule at LIVEDGAR Rate Schedule.

*This league table was generated from LIVEDGAR's Deal Maker Roundups on January 9, 2007.

^The set of transactions consists of all deals registered with the Securities and Exchange Commission that have completion dates that fall within the specified time period for this report and result in a change in control. The dollar amounts consist of estimated transaction values as disclosed by the filing party. All deals that have been registered with the SEC have been included, including international transactions. While Global Securities Information has obtained the information from sources it believes to be reliable, we do not guarantee its accuracy, and such information may be incomplete or condensed. 

To log in to LIVEDGAR, go to http://login.gsionline.com/. 

LIVEDGAR E-News is sent to LIVEDGAR users to inform them of news and developments and to help them further benefit from LIVEDGAR.

If you prefer not to receive LIVEDGAR E-News, click  UNSUBSCRIBE  to be removed from future E-News.

Global Securities Information is located at 1100 Thirteenth St. NW, Suite 200, Washington, DC 20005, and has been in the business of providing information services to legal and financial professionals since 1988.

[Go to Top]