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| Authored by: Anonymous on Tuesday, May 01 2012 @ 05:29 PM EDT |
My understanding is a little different.
The liability you incur from not disclaiming the forward-looking statements is
that if you are not correct in your statements then you are liable to
shareholders (who may have lost money by relying on your statements) for
providing false information. I don't think that the SEC issues fines for
failure to disclaim (but I'm not 100% sure), but if you don't disclaim you can
be held to your words.
This is presuming, of course, that blogs are an acceptable way to publish this
information in a manner that does not prejudice a class of shareholders. Since
the SEC eventually blessed the practice, there doesn't seem to be a reason to
believe that there was this kind of an issue with the blog - if there had been
then there would likely have been fines.[ Reply to This | Parent | # ]
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| Authored by: Anonymous on Tuesday, May 01 2012 @ 05:32 PM EDT |
Some points and questions
1) Does "material company information" require a "forward
looking" disclaimer
even if it depicts *current facts* about policy, not possible future occurances
and speculation on future values?
2) Does it need to be "material company information" as opposed to
just facts
stated by the CEO in order to be a non personal blog.
3) What bearing does this have on possible perjury? It is very difficult to see
what angle one would have to come from to see McNealy's statements as
anything but false.
4) From the point of view of estoppel, how official does a statement have to
be?[ Reply to This | Parent | # ]
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| Authored by: Anonymous on Tuesday, May 01 2012 @ 06:07 PM EDT |
It's a _blog_, right? That's sort of like a website, with different pages,
right?
Now, a printed brochure has different pages also.
But not every page has the SEC "no crystal ball" boilerplate, so long
as that appears somewhere in one page on the brochure, it applies for all
pages.
I'm confused as to why anyone would think a website was different. So long as he
keeps adding stuff to the same website, people have the right to assume (and
people have brains to figure out their rights to assume!) that the legal
boilerplate applies to every page on the site.
Unless there are some pages on the site that explicitly say otherwise. Has
anyone noticed any post by Schwartz saying "Notwithstanding any
representations to the contrary, elsewhere in this website, in public or to the
SEC--in TODAY'S blog post I am truly and perfectly predicting the future
..."[ Reply to This | Parent | # ]
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| Authored by: AntiFUD on Tuesday, May 01 2012 @ 06:16 PM EDT |
Your foregoing argument sounds a lot like Oracle's argument: An entity can't
make an implementation of the Java platform (including a VM) using the freely
available Specifications unless you have a license from Sun/Oracle which will
only be granted if you faithfully implement ALL, no more and no less, than the
complete specification (as of the time that S/O grant, at their sole discretion,
the right to the JCK, aka TCK).
My answer is: why on earth would anyone go to the effort to develop their own
implementation if it had to be exactly similar to the Sun implementation? One
assumes that the Sun implementation wouldn't work on their processor and
hardware choices. Hence the new implementation requirement that implicitly
requires non-conformance with the S/O offerings,and/or license(s).
WRT, to your 'forward looking statements' requirement this does not apply to
'official' non material company information - unless, in your universe Google
and Apache Harmony are materially the same company as, in this case, Sun!
Hope this helps.
---
IANAL - Free to Fight FUD - "to this very day"
[ Reply to This | Parent | # ]
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| Authored by: Anonymous on Tuesday, May 01 2012 @ 06:26 PM EDT |
The mistake you are making is assuming that an officer of a company can make a
personal material statement about their company.
You can't. The clauses that are added are "weasel words" added to
protect in the case of a lawsuit. They don't add legitimacy to the public
statement of an officer.
The questions you must ask (as the SEC would) are:
(1) Was the material statement made by an officer?
(2) About their company?
Sun added the statement to their annual filing to protect themselves from an
SEC-REG-FD (2000) complaint, not to officially bless the blog.
As an officer of a publicly traded company you don't get to make
"personal" material "off-the-record" statements about your
own company.
The blog was official the minute a Sun officer (the Chief Executive Officer in
this case) spoke about his own company.[ Reply to This | Parent | # ]
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