SEC Disclosure & Enforcement Update

March 10, 2010

On March 10, 2010, McGuireWoods' SEC provided discussion and analysis of: a recent case on disclosure of merger negotiations; the SEC's new "cooperation" policy; the SEC's recent guidance on climate change disclosures and a proposal relating to certain public offering procedures. The March meeting topics and speakers are as follows:

  • A discussion of Levie v. Sears Roebuck & Co., where a federal court provided helpful guidance for evaluating when disclosures should be made by a public company involved in M&A negotiations.
    J. Anderson, Richmond
  • A report on the SEC's new "cooperation" policy in enforcement actions, as well as the new enforcement divisions created by the SEC, and their impact on enforcement matters.
    Jeremy Freeman, New York
  • A discussion of the potential benefits and problems with the SEC's proposed amendments to Rule 163, which would allow a WKSI, under certain circumstances, to engage an underwriter or dealer to make pre-filing offers on its behalf without violating the gun-jumping provisions of Section 5.
    Zach Miller, Chicago
  • An update on the SEC's recent interpretive guidance on disclosures related to business or legal developments regarding climate change.
    Janie Sellers, Charlotte; Karl Strait, Richmond; Meredith Sanderlin Thrower, Richmond

Dave Pankey, McGuireWoods SEC practice chair, was moderator.

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