Recent SEC Releases and Activities

Here are brief descriptions of rulemaking and other activities of the Securities and Exchange Commission and its staff. Whenever possible, we have created direct links by which you can access the noted releases, in the SEC's Internet web site at http://www.sec.gov.

SEC Final Rule: Electronic Shareholder Forums

Release No. 34-57172; IC-28124: File No. S7-16-07. Dated 1/18/08.

The SEC is adopting amendments to the proxy rules under the Securities Exchange Act of 1934 to facilitate electronic shareholder forums. The amendments clarify that participation in an electronic shareholder forum that could potentially constitute a solicitation subject to the proxy rules is exempt from most of the proxy rules if all of the conditions to the exemption are satisfied. In addition, the amendments state that a shareholder, company, or third party acting on behalf of a shareholder or company that establishes, maintains or operates an electronic shareholder forum will not be liable under the federal securities laws for any statement or information provided by another person participating in the forum. Therefore, the amendments remove legal ambiguity that might deter shareholders and companies from energetically pursuing this mode of communication.

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XBRL: The Dawn of a New EDGAR - a whitepaper that provides a plain English overview and analysis of XBRL®

Dated March, 2008.

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SEC Adopted Amendment to Rule14a-8(i)(8)

The Securities and Exchange Commission recently adopted an amendment to Rule 14a-8(i)(8) under the Securities Exchange Act of 1934 to codify the agency's longstanding interpretation of this rule. Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company's proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i)(8) of the rule permits exclusion of certain shareholder proposals related to the election of directors. Dated 1/10/08.

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SEC Final Rule: Smaller Reporting Company Regulatory Relief and Simplification

Release Nos. 33-8876; 34-56994; 39-2451; File No. S7-15-07. Dated 12/19/07.

The Securities and Exchange Commission is adopting amendments to its disclosure and reporting requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 to expand the number of companies that qualify for its scaled disclosure requirements for smaller reporting companies. Companies that have less than $75 million in public equity float will qualify for the scaled disclosure requirements under the amendments. Companies without a calculable public equity float will qualify if their revenues were below $50 million in the previous year. To streamline and simplify regulation, the amendments move the scaled disclosure requirements from Regulation S-B into Regulation S-K.

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SEC Final Rule: Shareholder Proposals Relating to the Election of Directors

Release No. 34-56914; IC-28075: File No. S7-17-07. Dated 12/6/07.

The Securities and Exchange Commission is publishing this adopting release to codify the meaning of Rule 14a-8(i)(8) under the Securities Exchange Act of 1934. Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company's proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i)(8) of the Rule permits exclusion of certain shareholder proposals related to the election of directors. The Commission is adopting an amendment to Rule 14a-8(i)(8) to provide certainty regarding the meaning of this provision in response to a recent court decision.

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SEC Final Rule: Revisions to 144 and 145

Release No. 33-8869; File No. S7-11-07. Dated 12/6/07.

Rule 144 under the Securities Act of 1933 creates a safe harbor for the sale of securities under the exemption set forth in Section 4(1) of the Securities Act. The SEC is shortening the holding period requirement under Rule 144 for "restricted securities" of issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934 to six months. Restricted securities of issuers that are not subject to the Exchange Act reporting requirements will continue to be subject to a one-year holding period prior to any public resale. The amendments also substantially reduce the restrictions applicable to the resale of securities by non-affiliates. In addition, the amendments simplify the Preliminary Note to Rule 144, amend the manner of sale requirements and eliminate them with respect to debt securities, amend the volume limitations for debt securities, increase the Form 144 filing thresholds, and codify several staff interpretive positions that relate to Rule 144. Finally, the SEC is eliminating the presumptive underwriter provision in Securities Act Rule 145, except for transactions involving a shell company, and revising the resale requirements in Rule 145(d). The SEC believes that the amendments will increase the liquidity of privately sold securities and decrease the cost of capital for all issuers without compromising investor protection.

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SEC Press Release: SEC Votes to Codify Longstanding Policy on Shareholder Proposals on Election Procedures

The Securities and Exchange Commission voted to adopt an amendment to Rule 14a-8(i)(8) under the Securities Exchange Act of 1934 to codify the Commission's longstanding interpretation of that rule. This action was taken to provide certainty to shareholders and companies following a 2006 decision by the U.S. Court of Appeals for the Second Circuit which did not defer to the Commission's interpretation of the rule. It will also ensure that current disclosure requirements and antifraud protections aren't upended. Dated 11/28/07.

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SEC Press Release: SEC Votes to Adopt Three Rules to Improve Regulation of Smaller Businesses

The Securities and Exchange Commission voted unanimously to adopt three measures to modernize and improve its capital-raising, reporting and disclosure requirements for smaller companies. These measures address some of the key recommendations made by the SEC's Advisory Committee on Smaller Public Companies in its final report. Dated 11/15/07.

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Final Rule: Adoption of Updated EDGAR Filer Manual

Release Nos. 33-8834; 34-56256; 39-2448; IC-27928. Dated 8/15/07.

The Securities and Exchange Commission is adopting revisions to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR system. Revisions are being made primarily to support the expansion of the current interactive data voluntary reporting program to enable mutual funds voluntarily to submit supplemental tagged information contained in the risk/return summary section of their prospectuses on Form N-1A. The EDGAR system is being upgraded to support this functionality on August 20, 2007.

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Click here for Information for EDGAR Filers including Edgar manual

Final Rule: Definition of the Term Significant Deficiency

Release Nos. 33-8829; 34-56203; File No. S7-24-06. Dated 8/3/07.

The Securities and Exchange Commission is defining the term "significant deficiency" for purposes of the Commission's rules implementing Section 302 and Section 404 of the Sarbanes-Oxley Act of 2002.

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SEC Proposed Rule: Shareholder Proposals

Release No. 34-56160; IC-27913; File No. S7-16-07

The Securities and Exchange Commission is proposing amendments to the rules under the Securities Exchange Act of 1934 concerning shareholder proposals and electronic shareholder communications, as well as to the disclosure requirements of Schedule 14A and Schedule 13G. Proposed amendments to Exchange Act Rule 14a-8 would enable shareholders to include in company proxy materials their proposals for bylaw amendments regarding the procedures for nominating candidates to the board of directors. Schedule 14A and Schedule 13G would be amended to provide shareholders with additional information about the proponents of these proposals, as well as any shareholders that nominate a candidate under such an adopted procedure. Included in these nominating shareholder disclosures would be the disclosure requirements that currently apply to traditional proxy contests. Finally, the proposed amendments would revise the proxy rules to clarify that participation in an electronic shareholder forum that may constitute a solicitation would be generally exempt from the proxy rules. This release accompanies a second release, Shareholder Proposals Relating to the Election of Directors, in which the SEC publishes an interpretation and propose a rule change to affirm the staff of the Division of Corporation Finance's historical application of Rule 14a-8(i)(8). Dated 7/27/07.

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SEC Final Rule: Regarding Shareholder Choice Regarding Proxy Materials

Release Nos. 34-56135; IC-27911; File No. S7-03-07

The Securities and Exchange Commission adopted amendments to the proxy rules under the Securities Exchange Act of 1934 to provide shareholders with the ability to choose the means by which they access proxy materials. Under the amendments, issuers and other soliciting persons will be required to post their proxy materials on an Internet Web site and provide shareholders with a notice of the Internet availability of the materials. The issuer or other soliciting person may choose to furnish paper copies of the proxy materials along with the notice. If the issuer or other soliciting person chooses not to furnish a paper copy of the proxy materials along with the notice, a shareholder may request delivery of a copy at no charge to the shareholder. Dated 7/26/07.

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SEC Press Release: Proposed Modernization Of Smaller Company Capital - Raising and Disclosure Requirements

The Securities and Exchange Commission proposed a series of six measures to modernize and improve its capital raising and reporting requirements for smaller companies. Many of the proposals address key recommendations made by the SEC's Advisory Committee on Smaller Public Companies in its final report. Dated 5/23/07.

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SEC Press Release: SEC Approves New Guidance for Compliance with Section 404 of Sarbanes-Oxley

The Securities and Exchange Commission unanimously approved interpretive guidance to help public companies strengthen their internal control over financial reporting while reducing unnecessary costs, particularly at smaller companies. The new guidance will enhance compliance under Section 404 of the Sarbanes-Oxley Act of 2002 by focusing company management on the internal controls that best protect against the risk of a material financial misstatement. Dated 5/23/07.

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SEC Final Rule: Internet Availability of Proxy Materials

The Securities and Exchange Commission adopted amendments to the proxy rules under the Securities Exchange Act of 1934 that provide an alternative method for issuers and other persons to furnish proxy materials to shareholders by posting them on an Internet Web site and providing shareholders with notice of the availability of the proxy materials. Issuers must make copies of the proxy materials available to shareholders on request, at no charge to shareholders. The amendments put into place processes that will provide shareholders with notice of, and access to, proxy materials while taking advantage of technological developments and the growth of the Internet and electronic communications. Issuers that rely on the amendments may be able to significantly lower the costs of their proxy solicitations that ultimately are borne by shareholders. The amendments also might reduce the costs of engaging in a proxy contest for soliciting persons other than the issuer. The amendments do not apply to business combination transactions. The amendments also do not affect the availability of any existing method of furnishing proxy materials. Dated 1/22/07.

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SEC Press Release: SEC Votes to Propose Interpretive Guidance for Management to Improve Sarbanes-Oxley 404 Implementation

The Securities and Exchange Commission voted to propose for public comment interpretive guidance for managements regarding their evaluations of internal control over financial reporting. The Commission also proposed amendments to Rules 13a-15 and 15d-15 that would make it clear that a company choosing to perform an evaluation of internal control in accordance with the interpretive guidance would satisfy the annual evaluation required by those rules. Finally, the Commission proposed amendments to Regulation S-X to clarify the auditor's reporting requirement pursuant to Section 404(b) of the Sarbanes-Oxley Act. Dated 12/13/06.

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SEC Final Rule: Amendments to the Tender Offer Best-Price Rules

Release Nos. 34-54684; IC-27542; File No. S7-11-05. Dated 11/1/06.

The SEC is adopting amendments to the language of the third-party and issuer tender offer best-price rules to clarify that the provisions apply only with respect to the consideration offered and paid for securities tendered in a tender offer. The SEC is also amending the third-party and issuer tender offer best-price rules to provide that any consideration that is offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with security holders of the subject company that meet certain requirements will not be prohibited by the rules. Finally, they are amending the third-party and issuer tender offer best-price rules to provide a safe harbor provision so that arrangements that are approved by certain independent directors of either the subject company's or the bidder's board of directors, as applicable, will not be prohibited by the rules. These amendments are intended to make it clear that the best-price rule was not intended to capture employment compensation, severance or other employee benefit arrangements. They are also making a technical amendment to correct a cross-reference in the rules that govern the ability to delegate authority for purposes of granting exemptions under the best-price rule.

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SEC Final Rule: Executive Compensation and Related Person Disclosure

Release Nos. 33-8732; 34-54302; IC-27444; File No. S7-03-06. Dated 8/11/06.

The SEC is adopting amendments to the disclosure requirements for executive and director compensation, related person transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments apply to disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities Exchange Act of 1934 and to registration statements under the Exchange Act and the Securities Act of 1933.

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SEC Concept Release Concerning Management's Reports On Internal Control Over Financial Reporting

Release Nos. 34-54122; File No. S7-11 -06. Dated 7/11/06.

The SEC is publishing this Concept Release to understand better the extent and nature of public interest in the development of additional guidance for management regarding its evaluation and assessment of internal control over financial reporting so that any guidance the Commission develops addresses the needs and concerns of public companies, consistent with the protection of investors.

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SEC Release: Notice of Filing of Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses an Independent Director or Audit Committee Member

Release No. 34-53941; File No. SR-NASDAQ-2006-011. Dated June 5, 2006.

Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of a Proposed Rule Change to Modify the Cure Period Available to an Issuer that Loses an Independent Director or Audit Committee Member

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SEC Release: Notice of Filing of Proposed Rule Change by the New York Stock Exchange LLC Amending the Listed Company Manual to Mandate Listed Companies Become Eligible to Participate in a Direct Registration System

Release No. 34-53912; File No. SR-NYSE-2006-29. Dated May 31, 2006.

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Amex and NASDAQ have filed similar proposed rule changes, described in SEC Releases.

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Press Release: SEC Announces Next Steps for Sarbanes-Oxley Implementation

The Securities and Exchange Commission today announced a series of actions it intends to take to improve the implementation of the Section 404 internal control requirements of the Sarbanes-Oxley Act of 2002. Dated May 17, 2006.

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Exchange Act Reporting Update

New SEC Exchange Act reporting and disclosure requirements, including amendments
to accelerated filing deadlines and the creation of a new category of issuer - the "large accelerated filer."

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Request for Public Comment on Exposure Draft of Final Report of the Securities and Exchange Commissions Advisory Committee on Smaller Public Companies

Release Nos. 33-8666; 34:53385; File No. 265-23. Dated 2/28/06.

The Securities and Exchange Commission Advisory Committee on Smaller Public Companies is publishing an exposure draft of its Final Report and requesting public comment on it.

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Proposed Rule: Executive Compensation and Related Party Disclosure

The SEC is proposing amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters and security ownership of officers and directors. These amendments would apply to disclosure in proxy and information statements, periodic reports, current reports and other filings under the Securities Exchange Act of 1934 and to registration statements under the Exchange Act and the Securities Act of 1933. They also propose to require that disclosure under the amended items generally be provided in plain English. The proposed amendments are intended to make proxy statements, reports and registration statements easier to understand. They are also intended to provide investors with a clearer and more complete picture of the compensation earned by a company's principal executive officer, principal financial officer and highest paid executive officers and members of its board of directors. In addition, they are intended to provide better information about key financial relationships among companies and their executive officers, directors, significant shareholders and their respective immediate family members.

Release Nos. 33-8655; 34-53185; IC-27218; File No. S7-03-06. Dated January 27, 2006.

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Proposed Rule: Amendments To The Tender Offer Best-Price Rule

The SEC is proposing amendments to the tender offer best-price rule to clarify that the rule applies only with respect to the consideration offered and paid for securities tendered in an issuer or third-party tender offer and should not apply to consideration offered and paid according to employment compensation, severance or other employee benefit arrangements entered into with employees or directors of the subject company. The proposed rule also would provide a safe harbor in the context of third-party tender offers that would allow the compensation committee or a committee performing similar functions of the subject company's or bidder's board of directors, depending on whether the subject company or the bidder is the party to the arrangement, to approve an employment compensation, severance or other employee benefit arrangement and thereby deem it to be such an arrangement within the meaning of the proposed exemption.

Release Nos. 34-52968; IC-27193; File No. S7-11-05. Dated December 16, 2005.

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Final Rule: Ownership Reports and Trading by Officers, Directors and Principal Security Holders

Release No. 33-8600; 34-52202; 35-28013; IC-27025; File No. S7-27-04. Dated 8/3/05.

The SEC adopted amendments to two rules that exempt certain transactions from the private right of action to recover short-swing profit provided by Section 16(b) of the Securities Exchange Act of 1934. The amendments are intended to clarify the exemptive scope of these rules, consistent with statements in previous Commission releases. The SEC also are amended Item 405 of Regulations S-K and S-B to harmonize this item with the two-business day Form 4 due date and mandated electronic filing and Web site posting of Section 16 reports.

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Final Rule: Securities Offering Reform

Release Nos. 33-8591; 34-52056; IC-26993; FR-75. File No. S7-38-04. Dated 7/19/05.

The Securities and Exchange Commission is adopting rules that will modify and advance significantly the registration, communications, and offering processes under the Securities Act of 1933. Today's rules will eliminate unnecessary and outmoded restrictions on offerings. In addition, the rules will provide more timely investment information to investors without mandating delays in the offering process that we believe would be inconsistent with the needs of issuers for timely access to capital. The rules also will continue our long-term efforts toward integrating disclosure and processes under the Securities Act and the Securities Exchange Act of 1934. The rules will further these goals by addressing communications related to registered securities offerings, delivery of information to investors, and procedural aspects of the offering and capital formation processes.

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Final Rule: Use of Form S-8 and Form 8-K by Shell Companies

Release Nos. 33-8587; 34-52038; File No. S7-19-04. Dated 7/15/05.

The Securities and Exchange Commission is adopting rules and rule amendments relating to filings by reporting shell companies. The SEC is defining a "shell company" as a registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets. The rules and rule amendments prohibit the use of Form S-8 under the Securities Act of 1933 by shell companies. In addition, they require a shell company that is reporting an event that causes it to cease being a shell company to disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934. These provisions are intended to protect investors by deterring fraud and abuse in our securities markets through the use of reporting shell companies.

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Division of Corporate Finance: Shareholder Proposals - Staff Legal Bulletin No. 14C (CF)

This staff legal bulletin provides information for companies and shareholders regarding rule 14a-8 under the Securities Exchange Act of 1934. Dated June 28, 2005.

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Division of Corporate Finance Staff Alert: Remind Some Companies of a Few Points in Completing Their Upcoming Annual Reports form 10-K.

This Alert from staff of the Division of Corporation Finance is designed to remind some companies of a few points in completing their upcoming annual reports on Forms 10-K and 10-KSB. The staff of the Division of Corporation Finance has observed or has become aware of some common issues arising in this annual report filing season. The following points are not new interpretations, but rather highlight existing requirements or reiterate previously articulated positions of the Commission or the staff. These are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them. Dated March 4, 2005.

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Exemptive Order on Management's Report on Internal Control over Financial Reporting and Related Auditor Report Frequently Asked Questions

The answers to these frequently asked questions represent the views of the staff of the Division of Corporation Finance. They are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them. Dated January 21, 2005.

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Final Rule: Asset-Backed Securities

Release Nos. 33-8518; 34-50905; File No. S7-21-04. Dated 12/22/04.

The Securities and Exchange Commission is adopting new and amended rules and forms to address comprehensively the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934. The final rules and forms accomplish the following: update and clarify the Securities Act registration requirements for asset-backed securities offerings, including expanding the types of asset-backed securities that may be offered in delayed primary offerings on Form S-3; consolidate and codify existing interpretive positions that allow modified Exchange Act reporting that is more tailored and relevant to asset-backed securities; provide tailored disclosure guidance and requirements for Securities Act and Exchange Act filings involving asset-backed securities; and streamline and codify existing interpretive positions that permit the use of written communications in a registered offering of asset-backed securities in addition to the statutory registration statement prospectus. The SEC is also requesting additional comment regarding the appropriate treatment of certain structured securities that do not meet our definition of "asset-backed security."

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Final Rule: Temporary Postponement of the Final Phase-In Period for Acceleration of Periodic Report Filing Dates

Release Nos. 33-8507; 34-50684; File No. S7- 32-04. Dated 11/17/04.

The SEC is adopting amendments to postpone for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports required to be filed under the Securities Exchange Act of 1934 by certain reporting companies known as "accelerated filers," which are issuers that have a public float of at least $75 million, that have been subject to the Exchange Act's reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB.

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Press Release: SEC Releases Strategic Plan for 2004-2009

Click here to link to Release Dated 8/5/04.

Final Rule: Short Sales

Regulation SHO defines ownership of securities, specifies aggregation of long and short positions, and requires broker-dealers to mark sales in all equity securities "long," "short," or "short exempt."

Click here to link to Release No. 34-50103; File No. S7-23-03 Dated 7/28/04.

Approved Changes: NYSE Company Manual requirements on making certain paper filings with the Exchange

Release No. 34-49988; File No. SR-NYSE-2004-07. Dated 7/8/04.

SEC approved changes to the New York Stock Exchange Listed Company Manual requirements on making certain paper filings with the Exchange.

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Final Rule: Mandated Electronic Filing for Form ID

Release Nos. 33-8410, 34-49585, 35-27837, 39-2420, IC-26241; File No. S7-14-04. Dated 4/21/04.

The Securities and Exchange Commission adopted rule and form amendments to mandate the electronic filing of Form ID on a new on-line system. Form ID is the application for access codes to file on EDGAR. The intended effect of the amendments is to facilitate the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, filers and the Commission.

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Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date

Release Nos. 33-8400; 34-49424; File No. S7-22-02. Dated 3/16/04.

The SEC is expanding the number of events that are reportable on Form 8-K under the Securities Exchange Act of 1934. These amendments add eight new items to the form, transfer two items from the periodic reports and expand disclosures under two existing Form 8-K items. Due to the increase in reportable events under the form, the SEC is reorganizing the Form 8-K items into topical categories. The amendments also shorten the Form 8-K filing deadline for most items to four business days after the occurrence of an event triggering the disclosure requirements of the form. Finally, the SEC is adopting a limited safe harbor from liability for failure to file certain of the required Form 8-K reports. These amendments are responsive to the "real time issuer disclosure"mandate in Section 409 of the Sarbanes-Oxley Act of 2002. They are intended to provide investors with better and faster disclosure of important corporate events.

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Final Rule: Mandated Electronic Filing for Form ID

Release Nos.34-49585, 35-27837, 39-2420, IC-26241; File No.: S7-14-04. Dated 4/21/04.

The SEC is adopting rule and form amendments to mandate the electronic filing of Form ID on a new on-line system. Form ID is the application for access codes to file on EDGAR. The intended effect of the amendments is to facilitate the more efficient transmission and processing of the information Form ID requires in a manner that will benefit investors, filers and the Commission.

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Press Release: Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations

Release Nos. 33-8350; 34-48960; FR-72

The Commission is publishing interpretive guidance regarding the disclosure commonly known as Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, which is required by Item 303 of Regulation S-K, Items 303(b) and (c) of Regulation S-B, Item 5 of Form 20-F and Paragraph 11 of General Instruction B of Form 40-F. This guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas, including the overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance on disclosures about liquidity, capital resources and critical accounting estimates. Dated 12/19/03.

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Final Rule: Order Granting Approval of Proposed Rule Change by the American Stock Exchange LLC and Notice of Filing and Order Granting Accelerated Approval of Amendment No. 2 Relating To Enhanced Corporate Governance Requirements Applicable to Listed Companies

Release No. 34–48863; File No. SR–Amex–2003–65

Dated 12/1/03.

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Final Rule: Disclosure Regarding Nominating Committee Functions and Communications between Security Holders and Board of Directors

Release Nos. 33-8340; 34-48825; IC-26262; File No. S7-14-03. Dated 11/24/03.

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New Rule: Approved New Rules Proposed and Adopted by the New York Stock Exchange and the Nasdaq Stock Market Requiring Shareholder Approval of Equity Compensation Plans, Including Stock Option Plans.

Release Nos. 34-48108; File Nos. SR-NYSE-2002-46 and SR-NASD-2002-140. Dated 6/30/03.

The new rules will provide for the first time comprehensive shareholder approval requirements for these plans for companies subject to the listing standards of the NYSE and Nasdaq. The NYSE's new rules will replace its current pilot program, which exempted "broad-based" equity compensation plans from a shareholder approval requirement.

The Commission also approved a change in the NYSE rules for voting shares held in "street name" on equity compensation plans. The change will permit a broker that is a member of the Exchange to vote for or against those plans only when the broker receives instructions from the beneficial owner of the voting securities.

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FAQs on Equity Compensation Plans from the New York Stock Exchange on NYSE website
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Final Rule: New Rules Require Shareholder Approval of Equity Compensation

Release dated 6/30/03.

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Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports

Release Nos. 33-8238; 34-47986; IC-26068; File Nos. S7-40-02; S7-06-03. Dated 6/5/03.

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Release Nos. 33-8392; 34-49313; IC-26357; File Nos. S7-40-02; S7-06-03. Dated 2/24/04.

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Final Rule: Improper Influence on Conduct of Audits

Release Nos. 34-47890, IC-26050; FR-71; File No. S7-39-02. Dated 5/20/03.

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Final Rule: Mandated Electronic Filing and Website Posting for Forms 3, 4 and 5

Release Nos. 33-8230, 34-47809, 35-27674, IC-26044; File No. S7-52-02. Dated 5/7/03.

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Final Rule: Standards Relating to Listed company Audit Committees

Release Nos. 33-8220; 34-47654; IC-26001; File No. S7-02-03. Dated 4/9/03.

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Final Rule Technical Amendments: Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports

Release No. 33-8128A; 34-46464A; FR-63A; File No. S7-08-02. Dated 4/8/03.

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Final Rule: Implementation of Standards of Professional Conduct for Attorneys

Release Nos. 33-8185; 34-47276; IC-25919; File No. S7-45-02. Dated 1/29/03.

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Final Rule: Strengthening the Commission's Requirements Regarding Auditor Independence

Release Nos. 33-8183; 34-47265; 35-27642; IC-25915; IA-2103, FR-68, File No. S7-49-02. Dated 1/28/03.

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Final Rule: Disclosure in Management's Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Release Nos. 33-8182; 34-47264; FR-67; File No. S7-42-02. Dated 1/27/03.

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Final Rule: Retention of Records Relevant to Audits and Reviews

Release Nos. 33-8180; 34-47241; IC-25911; FR-66; File No. S7-46-02. Dated 1/24/03.

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Final Rule: Insider Trades During Pension fund Blackout Periods

Release Nos. 34-47225; IC-25909; File No, S7-44-02. Dated 1/23/03.

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Final Rule: Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002

Release Nos. 33-8177; 34-47235; File No. S7-40-202. Dated 1/23/03.

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Final Rule: Conditions for Use of Non-GAAP Financial Measures

Release Nos. 33-8176; 34-47226; FR-65; File No. S7-43-02. Dated 1/22/03.

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Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto by National Association of Securities Dealers, Inc. Relating to Shareholder Approval for Stock Option Plans or Other Arrangements

Release Nos. 34-46649; File No.: SR-NASD-2002-140. Dated 10/11/02.

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Final Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports

Release Nos. 33-8124; 34-46427, File No. S7-21-02. Dated 8/29/02.

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Final Rule: Ownership Reports and Trading by Officers, Directors and Principal Security Holders

Release Nos. 34-46421; 35:27563; File No. S7-31-02. Dated 8/27/02.

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Final Rule: Selective Disclosure & Insider Trading

The Securities and Exchange Commission is adopting new rules to address three issues: the selective disclosure by issuers of material nonpublic information; whether insider trading liability depends on a trader's "use" or "knowing possession" of material nonpublic information; and when the breach of a family or other non-business relationship may give rise to liability under the misappropriation theory of insider trading. The proposals are designed to promote the full and fair disclosure of information by issuers, and to clarify and enhance existing prohibitions against insider trading.

Click here to link directly to Release Nos. 33-7881; 34-43154; IC-24599; File No. S7-31-99 Dated 8/15/02.

Interpretive guidance for Regulation FD (the final rule which addresses the issue of Selective Disclosure - Regulation FD for "fair disclosure") is now available. Click here to learn more.

Regulation FD - Samples and Teleconference

New Proxy Fees

New York Stock Exchange is amending its rules regarding the transmission of proxy and other shareholder communication material and the proxy reimbursement guidelines.

Click here to link directly to Release Nos. 34-45644; File No. SR-NYSE-2001-53 Dated 7/12/02.

SEC Order on Filing of Statement, Under Oath, Regarding Accuracy of Companies' Financial Statements

The SEC ordered on June 27th, that principal executive officers and principal financial officers of companies with revenues in their last fiscal year in excess of $1.2 billion file a Statement in writing, under oath, regarding the accuracy of their companies' financial statements and their consultation with the audit committee. Dated 6/27/02.

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Proposed Rule: Disclosure in Management's Discussion and Analysis about the Application of Critical Accounting Policies

Click here to link to Release Nos. 33-8098; 34-45907; File No. S7-16-02 Dated 5/10/02.

Use of Electronic Media

The SEC's guidance on the use of electronic media by issuers of all types, including operating companies, investment companies and municipal securities issuers, as well as market intermediaries. The guidance addresses the use of electronic media in three areas: the use of electronic media to deliver documents under the federal securities laws (an update of previous guidance), an issuer's liability for web site content, and basic legal principles that issuers and market intermediaries should consider in conducting online offerings.

Click here to link directly to Release No. 34-42728, File No. S7-11-00 Dated 5/01/02.

SEC statement regarding MD&A

On Tuesday, January 22, 2002, the Securities and Exchange Commission issued a statement about its views regarding MD&A to be considered by public companies while preparing annual reports for the year recently ended.

Click here to link directly to Release Nos. 33-8056; 34-45321; FR-61 Dated 1/22/02.

Final Rule: Audit Committee Disclosure

The Securities and Exchange Commission is adopting new rules and amendments to its current rules to require that companies' independent auditors review the companies' financial information prior to the companies filing their Quarterly Reports on Form 10-Q or Form 10-QSB with the Commission, and to require that companies include in their proxy statements certain disclosures about their audit committees and reports from their audit committees containing certain disclosures. The rules are designed to improve disclosure related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies.

Click here to link directly to Release No. 34-42266, File No. S7-22-99 Dated 1/10/02.

Special Study by the SEC on Regulation Fair Disclosure

At the public meeting adopting Regulation FD, the Commissioners committed to monitor the impact of Regulation FD on information flow and assess whether the rule had chilled corporate communications or given rise to any other negative, unintended consequences. This report, which is based in part on a roundtable discussion convened in New York on April 24, 2001, examines Regulation FD one year after its effective date.

Click here to link directly to study Dated 12/01.

Final Rule: Disclosure of Equity Compensation Plan Information

Effective within 30 days after their publication in the Federal Register for company annual reports filed for fiscal years ending after March 15, 2002 and for proxy statements for meetings held on or after June 15, 2002, registrants must enhance their disclosure of the number of outstanding options, warrants and rights granted to participants in equity compensation plans, as well as the number of securities remaining available for future issuance under these plans. The information must be provided separately for equity compensation plans that have not been approved by security holders. Copies of such unapproved plans, unless immaterial in amount, must be filed with the commission.

Click here to link directly to Release Nos. 33-8048; 34-45189; File No. S7-04-01 Dated 12/21/01.

Law Firm Memoranda on Disclosure of Equity Compensation Plan Information

Action: Cautionary Advice Regarding the Use of "Pro Forma" Financial Information in Earnings Releases

Click here to link directly to Release Nos. 33-8039; 34-45124 Dated 12/04/01.

Final Rule: Auditor Independence

The Auditor Independence proposals modernize the Commission's requirements by providing governing principles for determining whether an auditor is independent in light of: investments by auditors or their family members in audit clients, employment relationships between auditors or their family members and audit clients, and the scope of services provided by audit firms to their audit clients.

Click here to link directly to Release Nos. 33-7919; 34-43602; 35-27279; IC-24744; IA-1911; FR-56; File No. S7-13-00 Dated 10/12/01.

Information on Auditor Independence and Audit Committee Rules

Plain English Handbook available online

The SEC has placed an online version of its new Plain English Handbook: How to Create Clear SEC Disclosure Documents on its website. The Handbook is in PDF format to permit users to read it online and to print or download the document so that it looks the same as the hard copy version (retaining all graphics and fonts). To view the file, readers will need a copy of the Adobe Acrobat Reader, which can be also be downloaded free of charge.

Click here to view Release No. 33-7497
Click here to view the Plain English Handbook - (Revised January 22, 1998)

SEC Creates Office of Internet Enforcement

The Commission has a specialized unit to combat securities fraud occurring over the Internet. Heading up the new unit are John Reed Stark as Director and Jay Perlman as Deputy Director. According to Commission officials, the SEC's online Enforcement Complaint Center receives more than 120 complaints every day concerning Internet-related potential securities violations. Since 1995, the Enforcement Division has brought more than 30 cases involving Internet-related securities fraud involving such scams as phony offerings, market manipulations, affinity frauds (targeting a particular ethnic group), and pyramid and ponzi schemes.

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