Dirt Diggers Digest No. 48
February 2, 2004
Editor: Philip Mattera
1. New governance and disclosure rules now in effect
2. RSS delivery of EDGAR filings
3. Federal courts starting to put trial transcripts on PACER
4. New book compiles corporate social responsibility codes
5. UNESCO report on freedom of information worldwide
6. Clarification on Alien Tort Claims Act groups
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1. New governance and disclosure rules now in effect
New rules on corporate governance implemented by the New York
Stock Exchange and NASD and approved by the SEC are now in
effect. The changes, among which are requirements that companies
establish stricter standards for determining that a director is
independent, are reflected in new proxy statements, in which
companies must disclose how those standards are being met.
It is not yet clear how companies will comply with a new
requirement that shareholders be able to communicate directly
with independent directors rather than going through management.
The NYSE's initial comments on this rule, which will no doubt be
useful in future corporate campaigns, can be found in the set of
governance FAQs issued by the Big Board last week:
<http://www.nyse.com/pdfs/section303Afaqs.pdf>. Also see
<http://www.sec.gov/rules/final/33-8340.htm#P255_60828>
for the SEC's rules on the matter.
The final set of governance rules issued by the NYSE rules can be
found at http://www.nyse.com/pdfs/finalcorpgovrules.pdf and the SEC's
approval notice is at http://www.sec.gov/rules/sro/34-48745.htm.
A handy website for keeping up with goverance rule changes can be
found at http://www.realcorporatelawyer.com/reformportal.html#24.
New disclosure requirements are also being proposed by Canada's
leading public company regulator, the Ontario Securities Commission:
www.osc.gov.on.ca/en/About/News/NewsReleases/2004/nr_20040116_osc-corporate.htm
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2. RSS delivery of EDGAR filings
RSS (Really Simple Syndication) is a popular new tool for distributing
updated website content via feeds that are read by news aggregator software.
A company called Accelerize New Media is applying the approach to SEC filings
distributed through the EDGAR system. It has just launched a service called
Edgar Index <http://www.edgarindex.com/> (cost: $4.95 a month) that allows
a user to create an unlimited number of customized feeds (i.e., individual companies
or groups of firms). The firm claims to make filings available within two minutes of
their acceptance by the SEC.
For an introduction to RSS, see the following Boston Global article:
http://www.boston.com/business/technology/articles/2004/01/05/push_technology_gets_a_nudge/
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3. Federal courts starting to put trial transcripts on PACER
Seven federal district courts are participating in a pilot program to make
transcripts of court proceedings available online through the PACER system.
The courts participating in the pilot program are the Eastern District of New
York, the District of Columbia, the Southern District of Alabama, the Eastern
District of Missouri and the Districts of Kansas, Maine and Nebraska. In all
cases but the District of Columbia, only civil proceedings will be included. All
of the courts will remove personal identifiers such as SSNs and birthdates
from the transcripts. An announcement of the program can be found at:
http://www.uscourts.gov/newsroom/pilot.htm. Information on subscribing to
the PACER system, which provides access to federal court dockets and some
documents, can be found at http://pacer.psc.uscourts.gov/.
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4. New book compiles corporate social responsibility codes
The Corporate Responsibility Code Book is the title of a new 512-page volume
that describes the multitude of social responsibility principles in use today and
reproduces the full text of 32 of the most important codes--from the United Nations
Global Compact to the CERES Principles. More information on the book, authored
by Deborah Leipziger, can be found at the website of Greenleaf Publishing:
<http://www.greenleaf-publishing.com>.
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5. UNESCO report on freedom of information worldwide
The United Nations Educational, Scientific and Cultural Organisation has
published a report on government transparency (or lack thereof) around the
world. Titled Freedom of Information: A Comparative Legal Survey, the report
reviews the disclosure principles promulgated by international organizations and
provides case studies of ten countries, including the United States, the United
Kingdom, Japan, India, Mexico, South Africa, Pakistan, Thailand, Sweden and
Bulgaria. The report, written by Toby Mendel of the anti-censorship group Article 19,
can be found at http://www.article19.org/docimages/1707.pdf.
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6. Clarification on Alien Tort Claims Act groups
Dirt Diggers Digest No. 47 mentioned the availability of a compilation of Alien
Tort Claims Act cases on the website of a group called USA*Engage. It should
be mentioned that USA*Engage works to discourage the filing of such cases
against U.S.-based companies. The leading groups that are promoting the use
of the Act to pressure companies to end their complicity in human rights
violations abroad include EarthRights International <http://www.earthrights.org/>,
the Center for Constitutional Rights <http://www.ccr-ny.org/v2/home.asp> and
the International Labor Rights Fund <http://www.laborrights.org/>.
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A cumulative index of sources (with links) mentioned in
issues of the Dirt Diggers Digest can be found at:
http://www.corp-research.org/dirt_diggers_index.htm.
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Philip Mattera
Director of the Corporate Research Project
Good Jobs First