analysis by the experts

Relaxation Of Holding Periods And Other Rule 144 Restrictions Ease Capital-Raising Costs - August 2008
Abstracted from: SEC Adopts Amendments To Rules 144 And 145
By: Leslie Silverman, Alan Beller, Michael Dayan, and James SmallCleary Gottlieb Steen & Hamilton, New York, NY
Review of Securities & Commodities Regulation - Vol. 41, No. 9, Pgs. 97-104
Attorneys Leslie Silverman, Alan Beller, Michael Dayan, and James Small describe the amendments to Rules 144 and 145, considering the effects of the changes on affiliates and nonaffiliates who hold restricted securities. The SEC has reduced the holding periods in a bid to lower the issuer's cost of raising capital.
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How To Request SEC Guidance: Tips From A Former Insider - August 2008
Abstracted from: Obtaining Staff Guidance Today
The Corporate Counsel - Vol. 33, No. 2, Pgs. 1-6
With help from a former SEC chief counsel, The Corporate Counsel has put together tips on where and how to request guidance from the Division of Corporation Finance staff. Knowing who to ask, where to send it, and, most of all, what not to say (hint: skip the waffling) can make all the difference.
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Refresher Course On Corporate Disclosure Basics - August 2008
Abstracted from: Some FAQs And Answers About Corporate Disclosure
By: Alan BerkeleyKirkpatrick & Lockhart Preston Gates Ellis, Washington, DC
ALI-ABA Business Law Course Materials Journal - Vol. 32, No. 3, Pgs. 19-33
Whenever a public company tries to satisfy its often-conflicting disclosure duties, questions arise. Must we disclose material facts? When? What is material? What about leaks, rumors, inaccuracies? How could just one press release hurt? Attorney Alan Berkeley responds to these and other common queries, using a Q&A format.
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Disclosure Rules For Earnings Releases And Calls - August 2008
Abstracted from: The Earnings Release: Legal Requirements And Best Practices
By: Steven Bochner and Richard Cameron BlakeWilson Sonsini Goodrich & Rosati, Palo Alto, CA
Insights: Corporate & Securities Law Advisor - Vol. 22, No. 3, Pgs. 2-15
Surveying the current regulatory framework for quarterly earnings releases and related earnings calls, attorneys Steven Bochner and Richard Cameron Blake cite several SEC and court cases. To assist counsel, they have devised a table detailing the flow of steps and responsibilities in shepherding the earnings release process.
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The FASB Updates Business Combination Accounting - August 2008
Abstracted from: A New Day For Business Combinations: Recognizing The Whole Enterprise
By: Prof. Paul Miller, Prof. Paul Bahnson, and Prof. Brian McAllisterUniversity of Colorado at Colorado Springs (PM and BM); Boise State University (PB)
Journal of Accountancy - June 2008, Pgs. 34-39
The FASB moved another step forward in its drive for fair-value accounting by revising Statement No. 141(R), changing the accounting for mergers and acquisitions. Professors Paul Miller, Paul Bahnson, and Brian McAllister favor the FASB's new holistic approach, which values the entire firm and is concept-based. They assert that a more disciplined and informed process for mergers will evolve once companies make the fair-value adjustment.
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Push For Using XBRL May Be Premature - August 2008
Abstracted from: The Coming Of XBRL. Now?
By: Ramona Dzinkowski
Strategic Finance - July 2008, Pgs. 38-41
The SEC has adopted XBRL, as have regulators in many other industrialized nations. XBRL will allow more direct comparison of financial data through standardized reporting taxonomies. But economist and business journalist Ramona Dzinkowski wonders if the timing is right. Requiring XBRL might be premature, a significant additional expense with little current benefit to the issuers involved.
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Good Governance Not Always Key To IPO Underpricing And Long-Term Performance - July 2008
Abstracted from: Impact Of Corporate Governance On The Pricing And Performance Of Bank IPOs
By: Prof. Juan DempereSchool of Business, Metropolitan State College of Denver
Review of Business - Vol. 28, No. 1, Pgs. 32-44
At first glance, one might surmise that an issuer's good governance practices would always reduce its IPO underpricing and enhance its long-term performance. Professor of finance Juan Dempere, studying IPOs from bank holding companies, discovers that the conventional wisdom is off the mark.
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Choosing Between An Initial Public Offering And An Outright Sale - July 2008
Abstracted from: Moving From Private To Public Ownership: Selling Out To Public Firms Versus Initial Public Offerings
By: Prof. Annette Poulsen and Prof. Mike StegemollerUniversity of Georgia (AP); Texas Tech University (MS)
Financial Management - Vol. 37, No. 1, Pgs. 81-101
When a private company is ready to raise capital or liquidate the founder's stake, two choices are popular: doing an IPO, or selling out to a public issuer. Choosing the best path is critical. Finance professors Annette Poulsen and Mike Stegemoller reviewed a decade's worth of IPOs and public sellouts, to identify the characteristics of companies selecting one outcome over the other.
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Europe Takes The Lead In M&A Activity - July 2008
Abstracted from: Continental Divide
By: Leah McGrath Goodman
Dealmaker - April/May 2008, Pgs. 80-85
US bankers will need up-to-date passports for 2008: Europe is the year's global hot spot for M&A. For the first time since 1990, European dealmakers are posting higher deal volume than those in the United States. Although European banks have suffered some fallout from the credit crisis and will undoubtedly face credit hurdles, Leah McGrath Goodman reports that their problems look minor next to American bankers' woes.
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SEC Enforcement Brings Better Earnings Disclosure - July 2008
Abstracted from: SEC Scrutiny And The Evolution Of Non-GAAP Reporting
By: Kalin Kolev, Prof. Carol Marquardt, and Prof. Sarah McVayNew York University (KK); Baruch College—CUNY (CM); University of Utah (SM)
Accounting Review - Vol. 83, No. 1, Pgs. 157-184
The SEC tried to put the brakes on non-GAAP reporting. Armed with Sarbanes-Oxley rules, it warned managers who were issuing non-GAAP earnings numbers to reconcile those disclosures to GAAP information. Doctoral candidate Kalin Kolev, with accounting professors Carol Marquardt and Sarah McVay, studied the resulting reports. They find that non-GAAP reporting lessened and changed after the SEC's intervention.
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