TheCorporateCounsel.net

A member recently complained that the SEC seems to have changed how Edgar search results are displayed for “current & former names.” Here’s the note:

Have you noticed this change lately in Edgar search results? It used to be that when you ran a ‘historical name’ search, the search results would let you know both the former and current names. But no longer – now you only can see the most current company name on the ‘search results page.’ To get the full corporate history, you have to click into the issuer’s profile.

Take for example the “SPAC Thunder Bridge Acquisition, Ltd.” – when you search for this name in the “company search page,” you get a list that includes the correct company – but ONLY under their newly acquired name, which is “Repay.”

Then, only at the “Repay” landing page can you see the former name of the company. This was not the case before as you used to get the full corporate history with all of the former names on a ‘search results page’ without having to take a gamble on the new company’s name and its current profile. We’ve only noticed this change over the last few days. This change makes a difficult life that more difficult for those practitioners & researchers forced to conduct Edgar searches.

Corp Fin’s David Fredrickson Joins Next Thursday’s “Shareholder Proposals” Webcast

I’m excited to announce that David Fredrickson – Corp Fin’s Chief Counsel – has joined next Thursday’s webcast panel to discuss shareholder proposals. For the webcast – “Shareholder Proposals: What Now” – David joins Davis Polk’s Ning Chiu, Morrison & Foerster’s Marty Dunn and Gibson Dunn’s Beth Ising.

They will discuss Corp Fin’s new approach for processing shareholder proposal no-action requests, the expected impact of Staff Legal Bulletin 14K and the potential impact of the SEC’s new rulemaking proposals on shareholder proposals.

More on “Prohibited? Using the SEC’s Logo”

A while back, I blogged about how it was probably illegal to use the SEC’s logo without the agency’s permission – but that it’s often used online anyway. I didn’t know the law – I guessed that either federal agencies trademarked their logos with the Patent & Trademark Office (known around town here as the “PTO”) – or that a federal law just made it illegal. Keith Bishop of Allen Matkins did a little homework & found 15 U.S.C. Sec. 1017, which provides:

Whoever fraudulently or wrongfully affixes or impresses the seal of any department or agency of the United States, to or upon any certificate, instrument, commission, document, or paper or with knowledge of its fraudulent character, with wrongful or fraudulent intent, uses, buys, procures, sells, or transfers to another any such certificate, instrument, commission, document, or paper, to which or upon which said seal has been so fraudulently affixed or impressed, shall be fined under this title or imprisoned not more than five years, or both.

Neither Keith nor I know much about this area, but this statute appears to require fraud or wrongful conduct – and it doesn’t seem to make allowances for use online. Being a California guy, Keith also found that if a logo is implying government approval or connection, it could violate California Bus. & Prof. Code Sec. 1733.6…

– Broc Romanek