Imagine the temerity of the Securities and Exchange Commission floating a series of proposals that would force companies to disclose a wider amount of information in their 8-K filings in a swifter turnaround period and also mandate chief executives to personally certify financial statements.
By this time — and that inference means post-Enron — most investors realize that earnings statements aren’t as reliable as say, a muffler guarantee from your local Midas, or a service visit from a lonely Maytag repairman
The regulator’s proposal would in effect, force CEO’s, CFOs and whatever other C-level executives have a hand in preparing their companies’ respective statements, to sign a declaration that both annual and quarterly reports accurately reflect, (and the key word here is accurately) the company’s current condition.
In total, the agency wants to add 13 new events to an 8-K filings and require a turnaround of two business days for reporting items that could potentially affect a company’s financial performance.
A truncated definition of what would constitute crucial events requiring the accelerated disclosure in filings would be the departure and/or hiring of senior management, loss of major customers, mergers, acquisitions and divestitures, changes in credit ratings, unregistered stock sales and, of course, lawsuits.
If enacted, the SEC proposal would leave top-rung executives open to charges of fraud if their signatures appear on reports they knew were false.
So, as a chief executive, if you find yourself poring over the 8-K of XYZ Corp. and notice frequent references to murky off-balance sheet partnerships, it’s probably not a good idea to sign on the dotted line. Otherwise, I would plan on a lot of late-night sessions with your in-house counsel rehearsing the invoking of the Fifth Amendment privilege.
Presently, the SEC has allowed for a 60-day public comment period on the proposals.
On paper, it seems like a no-brainer. It would be the first of hopefully, many more steps toward improved corporate disclosure.
On the other hand, I can’t play Monday morning quarterback and claim that had a similar proposal been in place one year ago, it would have prevented a debacle like Enron.
But it’s a little more than taking chicken soup if you have a cold. It certainly couldn’t hurt, and if nothing else, would give investors more information about a company.
And to my knowledge, no shareholder has ever filed suit for getting too much information.
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