Corporate Disclosures via Blogs?
Might blogs replace teleconferences and press releases as the preferred medium for corporate financial disclosures? The chief executive of Sun Microsystems, Jonathan I. Schwartz, believes they should. He wrote the chairman of the Securities and Exchange Commission on Sept. 25 asking him to recognize blogs as appropriate vehicles for public disclosures under the SEC's fair disclosure rule, Regulation FD. On his own blog, Schwartz reprinted the letter, in which he asked SEC Chairman Christopher Cox "to look to the Internet to achieve the Commission's objectives of greater investor access to information." Noting that Sun's Web site receives an average of a million hits a day, Schwartz wrote, "This Web site is a tremendous vehicle for the broad delivery of timely and robus t information about our company."
In an accompanying post explaining his reasons for making the request, Schwartz said:
Unfortunately, Reg FD doesn't recognize the internet, or a blog, as the exclusive vehicle through which the public can be fairly informed. In order to be deemed compliant, if we have material news to disclose, we have to hold an anachronistic telephonic conference call, or issue an equivalently anachronistic press release, so that the (not so anachronistic) Wall Street Journal can disseminate the news. I would argue that none of those routes are as accessible to the general public as a this blog, or Sun's web site. Our blogs don't require a subscription, or even registration, and are available to anyone, across the globe, with an internet connection. Simultaneously.
Sun GC Michael Dillon, who helped compose the letter to Cox, wrote on his blog that transparency is part of Sun's "corporate DNA."
Unfortunately, to date there hasn't been any specific regulatory guidance from the U.S. Securities and Exchange Commission as to how a company can use the Internet alone (via webcasts, blogs or website postings) and conform with Reg FD. As a result, Jonathan and I have some interesting discussions and he gets some advice that I'm sure he feels is, at times, overly conservative.
The Associated Press reports that an SEC spokesperson said that its regulations contemplate "Web-based disclosure, and that's why the rule does not proscribe any particular method of dissemination - so long as it is broad and nonexclusionary."
Posted by Robert J. Ambrogi on October 11, 2006 at 01:40 PM | Permalink | Comments (0)
YouTube Acquires Deep Pockets
Is it purely a coincidence that just six days after blogger Ernie the Attorney posted his performance of his Katrina song on YouTube, Google swept in and bought the company for a cool $1.65 billion? Perhaps. But one matter seems certain. The megadeal could have lawyers paying attention to the Web video site more closely than ever before.
As reporter Ben Charny writes at MarketWatch, "the transaction may trigger an avalanche of lawsuits by copyright holders whose videos were posted to YouTube without permission." Those lawsuits are likely to come not from major media companies but from individuals attracted to Google's deep pockets. Boston IP lawyer Lee Bromberg tells MarketWatch it's the "little guys" who are likely to file the most suits. He notes that Google and YouTube signed licensing deals with several major media conglomerates just hours before announcing the acquisition. "Everything gets subsumed by a licensing deal," Bromberg told MarketWat ch. "There would be a release for any prior claim, as well as an agreement as to what use could going forward."
But "striking a deal with a major label is no prophylactic against lawsuits," says The Register, echoing entrepreneur Mark Cuban's sentiment that the deal is "moronic."
Cuban's argument is simple. Much of YouTube's content is copyright clips, and the company has built its business on the back of someone else's creative works.
The upshot, says The Register, is that "Google has overnight achieved world domination in one, possibly illegal, and poorly monetised market."
But it will always have Ernie. Or will it?
Posted by Robert J. Ambrogi on October 11, 2006 at 01:36 PM | Permalink | Comments (0)
All Posner, All the Time
Tim Wu, a professor at Columbia Law School and former clerk to 7th Circuit Judge Richard A. Posner, has created Project Posner, a searchable database containing all of Posner's judicial opinions. Why? We'll let Wu explain:
While Posner's books and popular writings are easily available to the public, his opinions are difficult or expensive for the public to access, let alone search. This site, for the first time, collects almost all of his opinions in a single searchable and easily readable database.
For lawyers and those interested in law, Posner's opinions have a particular substantive value. One thing that distinguishes the opinions is the effort to try and get at why a given law actually exists, and an effort to try and make sense of the law. That can make them more useful than most case reports.
In addition, the opinions often develop the American general and state common law. Posner is among the judges who feels free to take the rule of Erie as more suggestion than injunction.
If substance and jurisprudence don't grab you, there is one other reason to read Posner's opinions, Wu says: "Some of the opinions are funny."
[Thanks to Lawgarithms for the link.]
Posted by Robert J. Ambrogi on October 11, 2006 at 01:07 PM | Permalink | Comments (0)
Now You Saw It, Now You Don't
Lawyers are known for suing over unsafe products, but when one lawyer's quest for a safer power saw took him to the design board instead of the courtroom, he found his efforts cut off by tool industry giants. In a report yesterday, Bloomberg News regulatory columnist Cindy Skrzycki relates the buzz saw of opposition encountered by Stephen F. Gass, an Oregon patent lawyer and woodworking hobbyist. Gass invented a device, SawStop, designed to stop a table-saw blade if it hits human flesh, possibly preventing an estimated 55,000 table-saw injuries every year. So convinced was he of his invention's value that he quit his job at a law firm, raised capital and started his own company. Skrzycki tells what happened next:
"Now, seven years later, Gass says he was unprepared for the buzz saw of opposition he ran into from companies such as Black & Decker Corp., Robert Bosch Tool Corp. and Ryobi Technologies Inc. 'Our thought was the manufacturers would license it,' he said. 'We thought it was inevitable.'
"Instead, not a single manufacturer has signed a contract with him. An Underwriters Laboratories Inc. subcommittee, with some of the saw manufacturers on the panel, voted in early 2003 not to approve his invention."
When the industry spurned him, Gass turned to the Consumer Product Safety Commission. When that got him nowhere, he did what any self-respecting patent lawyer would do -- he filed some 50 patents related to the technology. That got the industry's attention, which started pushing for its own technology and its own voluntary standards, and that brought the issue back to the CPSC. Unfortunately, Skrzycki reports, it now appears to be stalled there. As for Gass, he is developing his own line of saws and has served as an expert witness in one lawsuit against a manufacturer.
Posted by Robert J. Ambrogi on October 11, 2006 at 01:05 PM | Permalink | Comments (0)
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