Today we continue our bi-weekly installment shining a light on the best of the corporate and securities blogosphere. Highlights include a renewed focus on 10b5-1 plans, S&P on the hot seat, a precipitous drop in IPOs and more. If there are any corporate or securities blogs you think should be highlighted by our Top 5, please comment on this post and we’ll check them out!
1) HLS Forum on Corporate Governance & Financial Regulation: The Best-Laid Plans of 10b5-1 - Recently, journalists have started to focus on the specifics of 10b5-1 plans, along with perceived abuses of them. Those articles appear to have roused the SEC. So this may be a good time for counsel, both inside and outside, to revisit their existing plans. In this post, Boris Feldman addresses what he considers to be best practices under 10b5-1, or what he calls “10b5-1 for the risk averse.”
2) Blogmosaic: The decline of law school: Why it’s real, what’s behind it, and how it will impact the business of law - Recently it came to light that law school enrollment has plunged in the past two years and we are looking at the lowest number of prospective lawyers in decades. In this thoughtful post, Peter Schwartz discusses the reasons behind the change from both the law school and law firm perspective.
3) DealBook: Justice Department Faces Uphill Battle in Proving S.& P. Fraud - This week the DOJ filed a civil suit against Standard & Poor’s, accusing the company of issuing faulty credit ratings on securities tied to mortgages. For the suit, the government has dusted off the Financial Institutions Reform, Recovery and Enforcement Act, adopted during the savings and loan crisis to make it easier to pursue fraud cases in the banking business. In this post, Peter Henning and Steven Davidoff contend that the government is going to have a tough time proving the intent to commit fraud no matter how many salacious emails they have uncovered.
4) CLS Blue Sky Blog: Gone With the Wind: Small IPOs, the JOBS Act, and Reality - From 2001 to 2011, the number of initial public offerings fell by over two-thirds from the prior 20 years and the number of smaller IPOs dropped even more precipitously (by 83%). In this post, Professor John Coffee examines the cause of this decline and suggests that the fault lies not with over-regulation but with M&A.
5) The CorporateCounsel: Which Way is Up? Describing the Economy in Risk Factors and MD&A - One of the perennial challenges arising this time of year is trying to update Form 10-K disclosure about the state of the economy and the impact on a company’s business, results of operation and financial condition. In this post, Dave Lynn says that this year is particularly challenging since some parts of the economy seem to have rebounded while others remain troubled. He provides some tips for revisiting MD&A and risk factors this 10-K season.