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Old 08-14-2003, 10:59 AM   #4
Caustically Optimistic
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Join Date: Mar 2003
Location: The City That Reads
Posts: 2,384

Thanks for the ACCA reference. I was aware of the organization but hadn't thought to look there for information.

Here's a link to the Commissions regulations for reference:

What worries me is that civil penalties are impose directly on the attorney for failing to comply, and such investigations are always done with perfect hindsight. If I make a decision as to whether something is okay that the SEC disagrees with, does anyone think the SEC is going to admit my position was nonetheless reasonable?

Fortunately, I rarely do anything that touches an SEC filing either, but one never knows. It seems to be an open question whether it is sufficient to have worked on a part of a document to be responsible for the entire document (for example, drafting a summary of a piece of litigation one is supervising to be included in a 10-Q). Even if one were to prevail on the questions, the attorneys fees alone to mount a defense would be ruinous if they had to be paid for out of the attorney-defendant's pocket. Hence the question about insurance and/or indemnification. I think insurance makes more sense, because the SEC (or a subsequent board) may take the position that indemnification is not allowed.

Wonk: assuming you do such work, or might in that future, how comfortable are you answering securitieswonk's questions about the structure of deals you've reviewed?

Just some thoughts.
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