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CALIFORNIA CORPORATE & SECURITIES LAW

The SEC’s Flawed Changes To Exchange Act Forms

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an “emerging growth company”.  Recently, the Securities and Exchange Commission adopted various changes to its forms and rules to conform to Title I.  The SEC elected not to comply with the notice and…

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Why Not Let The Market Decide The Frequency Of Earnings Reports?

In an Op-Ed published yesterday by The Wall Street Journal, MIT Senior Lecturer Robert Pozen and Harvard Law School Professor Mark J. Roe  argue for the retention of quarterly earnings reports with some modifications.  They would replace the first and third quarter Form 10-Qs with “news releases explaining material changes in their revenues and earnings, paired with two streamlined…

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Form 10-Q Koans (公案)

Many companies have filed or are about to file their Form 10-Qs for their first quarter.  Thus, it seems an opportune time to present the following koans: Part IV, Item 15 of Form 10-K instructs the registrant to “List the following documents filed as a part of the report . . . Those exhibits required…

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