The Archives

Everything written by Bill Sjostrom on law, economics, and more

Justice Department asks court to dismiss case challenging PCAOB.

Following up on this post, according to this Reuters article the Justice Department has filed a “statement of interest” asking the court to dismiss the PCAOB constitutionality case. [T]he lawsuit was filed “at the wrong time, in the wrong court” and should be dismissed. It said a challenge to the constitutionality of PCAOB must first ... Justice Department asks court to dismiss case challenging PCAOB.

NYSE proposal would give majority voting more teeth.

An NYSE working group recently issued a report recommending, among other things, that NYSE Rule 452 be amended to no longer allow brokers to vote uninstructed shares in uncontested elections. Briefly, for any shareholder vote brokers are required to seek voting instructions from the beneficial owners of shares held in “street name.” Under current Rule ... NYSE proposal would give majority voting more teeth.

Full Text Searching Added to EDGAR

I just noticed that the SEC’s EDGAR data base now has a beta version full text search feature (see here). I’m not sure how well it works (the search of my name came up empty, but I know I’m on the cover pages of some S-1s and S-4s from my practice days), but it’s a ... Full Text Searching Added to EDGAR

Yahoo! CEO Joins $1 Club

In an SEC filing yesterday (see here), Yahoo! disclosed that the salary of Terry Semel, its CEO, will now be $1 per year (it had been $600,000). Hence, Semel joins Schmidt, Brin and Page of Google (see here) with a $1 salary. The big difference between Semel and the Google guys though is that in ... Yahoo! CEO Joins $1 Club

Vonage Class Action in the Works

The New York Post is reporting (see here) that a law firm is trying to put together a class action of those who purchased shares in Vonage’s IPO through its directed share program.  As discussed here and here, the marketing of the program ran afoul of some technical SEC requirements.

American Lawyer Article about Blawgs

The latest issue of The American Lawyer has an article about blawgs called Blawgs on a Roll. Here’s an excerpt: “Blawgs”-for the uninitiated-are legal blogs, and if you haven’t incorporated them into your daily reading, you are missing out. The most compelling, cutting-edge, honest legal writing being produced in this country today is happening on ... American Lawyer Article about Blawgs

Chase Hires New Dean

After a lightning fast dean search, I’m pleased to announce that we’ve hired Dennis Honabach, currently the Dean at Washburn University School of Law, as our new Dean. Dennis is a corporate law type so I’ll no longer be the senior corporate law prof on the faculty. This is a good thing because I’m not ... Chase Hires New Dean

SEC may scrap "Katie Couric" provision of compensation disclosure rules.

See here for the story.

Option Backdating Scorecard

For those following the option backdating scandal, the W$J has a regularly updated scorecard here listing the embroiled companies, etc.  (HT:  Lattman).

Vonage IPO woes continue.

The NYT is reporting today (see here) that approximately 10,000 Vonage customers participated in its directed share program for its recent IPO.  Customers had until yesterday to pay for the shares.  However, given that the stock has dropped from its IPO price $17.00 to $12.50, some customers are refusing to pay.  Vonage indicated that it ... Vonage IPO woes continue.

Securities Mosaic Blogwatch

We’re pleased to announce that we are one of a handful of blogs featured on Securities Mosaic’s new Blogwatch feature. You can check it out here.

Direct public offerings, free writing prospectuses, Vonage, and SOX

Back in 2001 I published an article entitled Going Public Through an Internet Direct Public Offering: A Sensible Alternative for Small Companies? DPOs had been (and continue to be) touted as a financing alternative for a small company that needs capital but can’t attract angel or VC financing or an underwriter to take it public. ... Direct public offerings, free writing prospectuses, Vonage, and SOX