SECTION 2
Forms
Title 2
Title 3
Title 4

SECTION 3
Securities Act
Exchange Act
Sarbanes-Oxley Act
SOX TABLE
Title 5

SECTION 4
'33 ACT Reg
'34 ACT Reg
Reg. S-K
 

Title 3
Title 4
Title 5
Title 6

Notice 1 (January 15, 2008)—This section is to be our bulletin board. You  should read the Syllabus Introduction . The Syllabus has been updated for Assignments through February. Continue to check the link to NOTICES on the home page, which will be updated frequently. Stay tuned. 

.Notice 2  (January 18, 2008) The three PowerPoint slides are available on the website. On the Home Page, three lines from the top. PRE1 (Going Public in Five Minutes); PRE2 (Going Public and the Public Company); PRE3 (Hypothetical 1--Pre-Filing Period).

Notice 3 (January 21, 2008) PRE4 (Internal Control over Financial Reporting)has been added to the mix.

Notice 4 (January 25, 2008) Bloomenthal (mea culpa): During the class on January 22 re Internal Control over Financial Reporting I made two mistakes. First: I referred to four “strong indicators” of a material weakness” set forth in AS-5. I should have referred to “indicators” rather than “strong indicators” The word “strong” was in the proposed AS-5, but with the encouragement of the SEC staff was taken out of AS-5 as adopted. Second: I made a big issue out of the difference between “might” and “would” in the “prudent official” standard. The standard reads in part as follows: “would satisfy prudent officials,” and in the next sentence the standard reads “might prevent prudent officials”. An ABA committee criticized the standard, stating in part: “The prudent official standard with the word ‘might’ is not an indicator based on a conclusion but rather an imprecise subjective judgment.” I have attempted to clarify the materials in this respect.

Notice 5. February 3, 2008-[Bloomenthal]. The Commission on February 1, 2008 issued press release titled “SEC Begins Small Business Costs and Benefits Study of Sarbanes-Oxley Act Section 404.” The Release announced at the same time that as Chairman Cox had testified to a Congressional committee that the Section 404(b) attestation/audit for non-accelerated filers would be pushed back another year to fiscal years ending after December 15, 2009 (over 7 years after the adoptions of SOX). It is apparent from the Release (my view) that it will be aimed at determining benefits/costs primarily with respect the experience of accelerated filers in complying with the new AS-5, which is suppose to reduce cost. It will also examine the experience of non-accelerated filers in complying this year for the first time with Rule 404(a) and the management report evaluating whether or not the company’s ICFR are effective and the extent to which the SEC’s Guidance has been of benefit. Press Release also announnced that the Commission staff has published printed "plain English" guides to help small businesses comply with Section 404(a) requirements for the first time in their annual reports this year. The small business guide is available at: http://www.404.gov

Notice 6, February 3, 2008. I have made some changes in the Part 5 materials; primarily to improve the accessibility of links to source materials.

Notice 7, February 7, 2008. The PowerPoint slides relating to Part 5A are now on the website with a link(PRE6) on the home page.

Notice 8, February 15, 2007. The PowerPoint presentation relating to Part 7 Hypotheticals is now available on the homepage as PRE7 and that relating to Part 8 as PRE8.

Notice 9, February 18, 2007. [Bloomenthal] Class assignments have been posted for March 4, 6, 11 and 13. We will cover  the materials that constitute Part 11 (which has two part) and the hypotheticals relating to Part 11 as well as Part 12 and the Part 12 hypotheticals over that 4 day period. They may not play out exactly as listed.

 Notice 9, February 18, 2007. [Bloomenthal] I posted (link ABC on Home Page) a story  from the Wall Street  Journal (Average Folks Let In on an IPO Perk) relating to retailroadshows that appeared the first week SOR became effective.

Notice 10, February 28 Mr. Bloomenthal is recovering from pneumonia. Mr. Salcito will be teaching the class on March 4

Notice 11 March 22. [Salcito] Anitta Menogan, General Counsel to Red Robin  will accompany Mr. Salcito at the Tuesday, March 24 class and will give us some words of wisdom on preparing the Form 10-K and the Glossy Annual Report to Shareholders.

Notice 12 April 19 [Bloomenthal/Salcito] It is very important that all members of the class be present next Tuesday. Mr. Salcito will lecture on Tuesday on the Commission’s unsuccessful efforts to require managers of hedge funds to register as investment advisers; the expansion of the Commission’s fraud rules under the investment advisers act to all hedge funds. and proposed (but not adopted) Rule 509 of the Securities Act imposing higher standards for accredited investors investing in pooled investments and specifically hedge funds. At the conclusion of the class on Tuesday Mr. Salcito will hand out the take home examination as to which you are expected to be divided into groups (two of 2 and two of three).  The exam will be posted on the website by 10:30 PM on Tuesday. Please read the “rules” carefully.