thanks RAH, you save me much resource discovery time. exposed shareholders indeed. ---------- Forwarded message ---------- From: R.A. Hettinga <rah@shipwright.com> Date: May 17, 2006 6:36 PM Subject: [Clips] Re: [CYBERIA] Pres. Orders and Securities Act liability (strongly verging OT) To: Philodox Clips List <clips@philodox.com> --- begin forwarded text Delivered-To: rah@shipwright.com Thread-Topic: Pres. Orders and Securities Act liability (strongly verging OT) Thread-Index: AcZ6A/JBF/buiOcZTWGMnGJvY6GkYQAFYwFF Priority: normal Date: Wed, 17 May 2006 21:22:13 -0400 Reply-To: Law & Policy of Computer Communications <CYBERIA-L@LISTSERV.AOL.COM> Sender: Law & Policy of Computer Communications <CYBERIA-L@LISTSERV.AOL.COM> From: Chris Savage <chris.savage@CRBLAW.COM> Subject: Re: [CYBERIA] Pres. Orders and Securities Act liability (strongly verging OT) To: CYBERIA-L@LISTSERV.AOL.COM ________________________________ From: Law & Policy of Computer Communications on behalf of Ethan Ackerman Sent: Wed 5/17/2006 6:29 PM To: CYBERIA-L@LISTSERV.AOL.COM Subject: Re: Pres. Orders and Securities Act liability (strongly verging OT) <snip>

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Second, I'm thinking that there's a problem here regarding consistency. If I have a material expenditure or liability (or, I suppose, revenue or income or investment) that may appropriately be kept secret under Section 78m(b)(3), then doesn't it follow logically that I will also exclude it from the financials I file with my 10Ks and 8Ks, etc.? Otherwise there will be a material mismatch between two publicly filed financial statements by the same company for the same period.<<<<

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-The exemption covers those documents too. Section 78m(b)(3) excuses non-compliance only with Section 78m(b)(2) - BUT that is itself the statutory authority for MOST of the SEC-required filings - including 10-Ks, 10-Qs, annual reports, Sarbanes-Oxley certification requirements, etc. -- I should have made that more clear. Most all of the '34 Act (which covers publicly traded companies) rules are from 17 CFR Part 240 - and 78m(b)2 is the authority for most of those rules.<<

So: Bottom line: If AT&T (or Verizon) got paid $1 billion from the spooks to do something, but got the right directive, they could simply not disclose that revenue on any SEC filing. Or, if they did something that exposed them to liability -- like violating relevant customer privacy requirements, and their normal obligation would be to disclose the liability and make a reserve for it, they just don't have to. If that's right, at the moment it seems to me that the shareholders of those companies are awfully exposed, aren't they....? Chris S. ************************************************************************ This electronic mail transmission may contain confidential or privileged information. If you believe that you have received the message in error, please notify the sender by reply transmission and delete the message without copying or disclosing it. ************************************************************************ ********************************************************************** For Listserv Instructions, see http://www.lawlists.net/cyberia Off-Topic threads: http://www.lawlists.net/mailman/listinfo/cyberia-ot Need more help? Send mail to: Cyberia-L-Request@listserv.aol.com ********************************************************************** --- end forwarded text -- ----------------- R. A. Hettinga <mailto: rah@ibuc.com> The Internet Bearer Underwriting Corporation <http://www.ibuc.com/> 44 Farquhar Street, Boston, MA 02131 USA "... however it may deserve respect for its usefulness and antiquity, [predicting the end of the world] has not been found agreeable to experience." -- Edward Gibbon, 'Decline and Fall of the Roman Empire' _______________________________________________ Clips mailing list Clips@philodox.com http://www.philodox.com/mailman/listinfo/clips