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
Dave Pankey, McGuireWoods SEC practice chair, was moderator.