August 2006

SEC Options Backdating Investigations List: Directorship.com has posted on its website a hotlinked list of companies (here) that have been contacted by the SEC, revealed a probe by the SEC, or have been subpoenaed by a U.S. attorney, in connection with the options timing investigations. The Wall Street Journal’s Options Scorecard list of…

In a prior post (here), The D & O Diary commented on “Private Money and D & O Risk,” noting the heightened potential for disputes to arise when the new “power players” (private equity funds, hedge funds, and buyout firms) have interests that conflict with those of management, other investors or creditors. An…

In a prior post (here), The D & O Diary fretted that Sarbanes-Oxley compliance costs could be driving foreign companies away from U.S. exchanges or encouraging existing public companies to delist their shares. An August 21, 2006 op-ed piece in the Wall Street Journal written by Maurice Greenberg and entitled “Regulation, Yes. Strangulation,…

A casual reader of the New York Times business page or the Wall Street Journal might well get the impression that PIPEs (private investments in public equity) financing transactions are the devil’s own handiwork. Both publications have recently run stories fraught with dire tones and ominous insinuantions about PIPEs transactions. The New York Times August…

Earlier in the summer, it was a seemingly daily occurrence for one or more public companies to announce that they were launching internal probes of their options practices. (These announcements were accompanied, and no doubt encouraged, by numerous simultaneous announcements of SEC probes, U.S. Attorney’s subpoenas, and the like.) Now as the summer has, alas,…

It is always rewarding to The D & O Diary when a blog post provokes a thoughtful and interesting response. The D & O Diary’s August 14, 2006 post about the Thompson Memo provoked a substantial response that is sufficiently interesting that we asked for and received the author’s consent to reproduce the response in…

As noted in this prior D & O Diary post, at least one U.S. District Court has found the Thompson Memo unconstitutional. At its recent annual convention, the American Bar Association adopted a Report issued by its Task Force on Attorney-Client Privilege. The Report urges the Department of Justice to withdraw or revise a…