Words of Wisdom

Monthly Archives: October 2010

“DC Confidential” — Take Two: Keeping Supplemental Materials Confidential

When we last visited our good client, Sid Hugdens, he was in the midst of taking his media company public and had successfully submitted a confidential treatment request for certain exhibits filed in connection with his company’s registration statement on Form S-1. Now, the SEC examiner wants to know “who is Rollo Tomasi?” and asks … Continue Reading

“DC Confidential” — Preparing Confidential Treatment Requests

Part I — Securities Act and Exchange Act Filings Your good client Sid Hudgens1 is taking his media company public. The company has certain large contracts that contain highly sensitive commercial terms (and would blow the lid off a major municipal corruption scandal, but that’s a story for another day). He asks you whether they can … Continue Reading

S-3: The Form of 1,000 Uses

Form S-3 has many uses1 – primary sales, secondary resales, WKSI shelves – and will make frequent appearances in our blog. This week we tackle the “Transaction Requirements” of General Instruction I.B.1 and I.B.6.  Background:  what is the difference between I.B.1 and 1.B.6 anyway? General Instruction I.B.1 permits an S-3 eligible public company to conduct … Continue Reading

SOX Certifications for Amended Periodic Reports

We’re talking SOX this week – not the Boston Red Sox or even the Chicago White Sox, but the Sarbanes-Oxley Act of 2002. SOX contains two required certifications from public company CEOs and CFOs, Section 302 and 906. The certifications are similar but not identical, particularly because Section 302 required the SEC to engage in rulemaking under … Continue Reading