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Combatting the “Whisper” Leveling the Playing Field

Combatting the “Whisper” Leveling the Playing Field. 2001: A Lousy Year. Sarbanes-Oxley Act 2002. ● Public Company Accounting Oversight Board (PCAOB) ● Auditor Independence ● CEO and CFO Certification of Results ● Criminal Offenses for Fraud/Records Tampering. Breaking Up the Clubhouse.

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Combatting the “Whisper” Leveling the Playing Field

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  1. Combatting the “Whisper”Leveling the Playing Field

  2. 2001: A Lousy Year

  3. Sarbanes-Oxley Act 2002 ● Public Company Accounting Oversight Board (PCAOB) ● Auditor Independence ● CEO and CFO Certification of Results ● Criminal Offenses for Fraud/Records Tampering

  4. Breaking Up the Clubhouse • Buy Side: Major mutual funds (Fidelity, Janus, Putnam etc.); public employee retirement systems; “Institutional Investors” • Sell Side: Investment firms (JP Morgan, Morgan Stanley, Goldman Sachs); “Institutional Investors”

  5. SEC Fair Disclosure • Regulation FD provides that when a company discloses “material” nonpublic information to certain individuals or entities — such as stock analysts or shareholders — the company must make public disclosure of that information. In this way, the new rule aims to promote the full-and-fair disclosure. • (Media Exempted)

  6. Famous Mark Twain Quote "Never pick a fight with people who buy ink by the barrel."

  7. Reg FD Pressure Points • CEO and CFO • Corporate Public Relations • Investor Relations • Corporate Legal • Corporate Finance • News Media

  8. What Are The World’s Most Dangerous Questions? • “How’s Business?” • Selective Disclosure? • What is “Material?”

  9. So What Is “Material?” • Any information that would prompt an investor to buy, sell or hold a company’s stock. • The SEC is on-guard for “selective disclosure of material information”

  10. Steve Jobs Dies?

  11. Amazon Announces New Kindle Reader?

  12. Salesforce.com Announces a Four-for-One Stock Split

  13. Nike to acquire Under Armour

  14. Nordstrom Opens Full-Service Eugene, Oregon Store?

  15. Nordstrom Opens Full-ServiceLondon, UK Store?

  16. Deloitte & Touché LLP No Longer The Auditor for Starbucks

  17. Did Apple benefit from (non)- disclosure of CEO Steve Jobs’ health problems?

  18. Reg FD Violation? • Your publicly traded company reported four weeks ago…. • The Eugene Register Guard calls and asks: “What is the company’s guidance for the present quarter?” • You repeat what was contained in the quarterly release? (e.g. top line, bottom line, gross margin, cash) • Did you just violate SEC regulations?

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