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FEI Express Issue #44


To:

FEI Members and Prospective Members

From:

Phil Livingston


Greetings from Morristown, NJ. Here are the latest points of interest from around FEI. Remember, Election Day is just around the corner. Get out and Vote!!!

Treasurers Conference and IPO Conference: Member Input Needed
In February, FEI will be delivering two back-to-back, one-day seminars on key corporate finance issues affecting our members, both at the Fairmont Hotel in San Francisco. On February 26, 2001, the "Financial Executive Symposium: Driving a Quality IPO" will deliver expert insights, case studies, and management tools to enable financial executives to lead successful public offerings. The following day, our renewed annual "Treasurers Conference" will cover a host of current and emerging topics of importance to corporate finance professionals. As we proceed with planning, we encourage your input so that we can develop programs that deliver the insights and information you need to address challenges in these areas. Please take just a few moments to complete either (or both!) our IPO Planning Survey or Treasurers Planning Survey. As an extra incentive, for each program, we will conduct a random drawing for free attendance from survey participants. Thanks for your time and we're looking forward to a great couple of days in San Francisco!

Best Practices: Blackout Periods on Company Buyback Programs
Following a request from one of our members, we have been polling some of our leading members about their company policies on stock buyback programs during earnings blackout periods. We would like your responses to the survey too. You can respond online here.

Below is a question and some representative answers.

Question: Does your company have a policy against stock-buybacks during certain restriction periods?

Company #1 - We would not repurchase shares during restricted periods governed by pooling of interests accounting requirements. Aside from this, we do not suspend purchases before, during or after earnings releases; the new rule 10b5-1 (relative to so-called "Chinese walls" separation of day-to-day repurchase activity from other substantive management roles) reinforces our view that suspension of repurchase activity is not necessary during earnings release periods.

Company #2 - No repurchases during the month following a quarter-end until 2 days after earnings are released, whenever material non-disclosed information is known (acquisitions, dispositions, top management changes, etc.).

Company #3 - We black out repurchases beginning the last two weeks of the quarter and up until the first trading day that is more than 24 hours after release of earnings.

Company #4 - We cease buying shares 2 weeks before earnings are released and 48 hours after, per our company policy. Also, if we plan on any announcements, we impose the same restrictions.

Also the new SEC Regulation FD, Fair Disclosure addressed the issue:

"For example, an issuer operating a repurchase program will not need to specify with precision the amounts, prices, and dates on which it will repurchase its securities. Rather, an issuer could adopt a written plan, when it is not aware of material non-public information that uses a written formula to derive amounts, prices, and dates. Or the plan could simply delegate all the discretion to determine amounts, prices, and dates to another person who is not aware of the information -- provided that the plan did not permit the issuer to (and in fact the issuer did not) exercise any subsequent influence over the purchases or sales."

View the SEC's final rules for fair disclosure here.

Upcoming Teleconferences
Don't forget to register for our upcoming teleconferences. Topics include techniques on surviving an IRS Tax Audit, retaining your executives, successful IT implementation and trends in Venture Capital Technology Investments. Don't wait, register now!

INTANGIBLES: Management, Measurement, And Reporting
NYU Professor Baruch Lev has just published an important new book and is offering it to FEI members at no charge. It is by far the most serious work on intangible (intellectual) capital to date. The book deals with measurement and disclosure issues as well as managerial, accounting and capital market issues, all of great concern to FEI members.

The manuscript is available on Baruch's web site (along with a detailed appendix on GAAP for intangibles, which should also prove useful).

SEC May Back Down on Proposed Auditor Independence Rules
The WSJ reported Wednesday that the SEC has indicated that it may be willing to allow auditors to continue providing technology consulting services to audit clients. In its proposed rules to set new independence standards for the auditing industry, the SEC originally called for banning audit firms from providing management consulting services to audit clients. The SEC, as a compromise, may now be willing to accept disclosure of fees for computer-systems consulting services in SEC filings.

SEC Clarifies Insider Trading Rules
In compensation consultant Frederick W. Cooke's latest alert, he summarizes some SEC clarifications of the insider-trading rules as they apply to officers.

"Many executives would like to sell their company stock for diversification, estate planning and cash flow reasons. However, company blackout periods and insider trading restrictions often hinder or prevent executives from doing so. The SEC's enactment of Rule 10b5-1 provides three instances when executives can buy or sell securities and not violate insider trading laws, i.e.: when the executive demonstrates that prior to becoming aware of inside information, he or she had entered into a binding contract to purchase or sell the security when the executive demonstrates that in advance of becoming aware of the information, he or she had instructed another to execute the trade when the executive demonstrates that before becoming aware of the information, he or she had adopted a written plan for trading securities."

Here's a link to the full document on our site.

Hyperion's Transforming Finance Webcast Series: Dynamic Financial Reporting and Planning for Competitive Advantage
During this free, 60-minute Webcast, you will learn how to tackle the new paradigm of real-time information access, personalized to the individual and role, accessible any time, anywhere, enabling more dynamic planning. Featuring Special Guest Speaker: Arun Kumar, Managing Director, KPMG Consulting, LLC. Register at Hyperion's website now!

FEI's Washington Watch
If you want to know about the latest legislative and regulatory initiatives coming out of Washington, the Washington Watch is for you. This monthly newsletter tracks federal government activity important to the financial executive. Read the latest issue.

FMN Online
The Financial Management Network is the monthly educational series that FEI sponsors to help you and your staff stay up-to-date and meet your CPE requirements. During the last decade, FMN has become recognized as the nation's premier in-house financial training program.

Recently, we have developed a new learning management system, FMN Online. It provides you with the same timely information and CPE credits as FMN, but since it is on the Internet, it eliminates the need for any administration or oversight on your part. Further, it empowers your people to determine on an individual basis just when and where they will use it.

This innovative program is available, free of cost or commitment, for you and your staff members to examine for 30 days. Each one would be eligible to earn up to four CPE credits.

To access this new, Web-based learning system:

  1. Log on to www.fmnonline.com
  2. Click on the CPE Center
  3. Scroll down and click on FREE 30 Day Trial Account (in blue)
  4. Complete the registration form
  5. Click on "Register Me"

For more information, contact Jim Davis, (800) 621-0043, ext. 619 or by email, jimdavis@keepsmart.com

Job Posting: Division CFO
An Australia-based chemical company has a need for a Chief Financial Officer (CFO) for their North American operations in Colorado. This position reports to the Chief Executive Officer and is responsible for all aspects of accounting for joint operations worldwide, including strategic planning, purchasing, payroll and logistics. The CFO will oversee finance and IT strategy preparation and execution and will be responsible for pension management in countries outside of Australia, working up funding requirements without negotiating directly with the banks, and will have full accountability in small merger and acquisition activities. The ideal candidate will have a minimum of 15 years experience with at least 5 years in a Chief Financial Officer/Controller role. Prefer manufacturing, chemical or mining experience working in a multiple location environment with multicultural, diverse business. Please respond to George Jackson, Jackson Group International, Fax: 303-321-3551, e-mail: info@jacksongrp.com.

To view more jobs, please visit the FEI Career Center.

New Member Welcome
Congratulations to Brian Lane, VP and CFO, Blimpie International, Inc., in Atlanta, GA and Pamela Saaru, Treasurer, Florida Progress Corporation, in Tampa Bay, FL.

That's all for now,




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