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Congress understands that timeliness and availability of event reporting is as important as its accuracy As a result, Congress required the SEC to establish rules regarding disclosure on a rapid and current basis of material information regarding changes in a company s financial position Prior to the adoption of these rules, public companies had weeks to disclose certain information, and no requirement to disclose others The SEC now requires that information be reported to the public within four business days of the triggering event These new accelerated disclosure obligations took effect in August 2004 Directors need to be able to identify the events that will require disclosure in order to make certain that there is a process to properly respond in a timely manner The SEC added eight new items to the
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list of events requiring speedy reporting on SEC Form 8-K for a total of 17 de facto material reportable actions These items are: 1 Entry into a material definitive agreement This includes all material definitive agreements entered into by a company that are not made in the ordinary course of business This would include such items as major purchase or sale of goods and services, related party contracts, acquisition or sale of property plant or equipment exceeding 15 percent of assets, material leases, management or compensation contracts with senior executives or directors, and business combinations The guidance specifically excludes letters of intent and nonbinding agreements Notice that the requirement to disclose management and director compensation is not held to a materiality standard Directors must be careful to disclose all compensation, benefits, business dealings and those of family members received from the company Shareholders are entitled to information regarding any relationships between a director and the company, including the employment of relatives, business with companies with which the director has an affiliation, and any perks or compensation in lieu of payment such as providing secretarial services, and so forth The SEC recently reached a settlement with the Walt Disney Company over the company s failure to properly disclose relationships with its directors At Disney, three directors had children working at the company earning salaries ranging from $60,000 to $150,000 Another director was provided a leased car, a driver, and secretarial services Yet another director leased an airplane to Disney through his company, Air Shamrock These lease payments accounted for more than 5 percent of Air Shamrock s revenues Each of these omissions potentially impacted director independence and required disclosure1 2 Termination of a material definitive agreement Just as entry into such agreements is considered necessary investor information, so is their termination The disclosure must not only identify the parties to the agreement and a brief description of terms and conditions as would be the case when entering an agreement but any costs associated with the termination must also be disclosed The termination of a multiple aircraft order, given its
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magnitude, might be an example of a material termination The expiration of a license agreement, such as when Jones Apparel and Ralph Lauren discontinued their relationship (which was likely a material event to both companies), is another possible example In that case, Jones licensed the Polo brand and manufactured products leveraging the Polo name It accounted for a large portion of its sales, so when the contract was not renewed, it was a reportable event 3 Bankruptcy or receivership Every director would recognize this category as reportable What needs to be disclosed will, in part, be determined if the company is reorganizing or if a receiver or similar officer is appointed and has jurisdiction over substantially all of the business s assets Bankruptcy brings new responsibilities for directors that includes doing what is right for debtors At this point, the board should have its own counsel to determine not only what should be disclosed, but also how to discharge its duties to debtors and stockholders 4 Completion of acquisition or disposition of assets Certain companies are constantly buying and selling assets Once a material acquisition or disposition transaction has been completed, the company must report the date of completion, a brief description of the assets involved, the identity of the counterparty, the nature and amount of the consideration, and the source of the financing (with certain exemptions available) if the transaction represents more than 10 percent of the company s assets Since most of these events also qualified earlier as a definitive agreement, for many of these transactions the company will make two disclosures, first when it enters into an agreement, and again when it is completed By way of example, the board of PeopleSoft recently accepted an offer by Oracle to purchase the company Not only is the agreement reportable, the closing of the deal will also need to be reported, together with the final terms of the purchase 5 Results of operations and financial condition Any dissemination of operating and/or financial information should also be reported on Form 8-K This includes more than the annual and quarterly earnings announcements, and any material nonpublic operating or financial information or updates to earlier releases The date and identity of the announcement must be disclosed together with the text as an exhibit
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