A new Sarbanes-Oxley Act rules that force companies to become faster and more forthcoming about disclosing material events went into effect today.
As a way of implementing the “Real-Time Issuer Disclosure” provision of Sarbox Section 409, the SEC expanded the existing rule that governs disclosure requirements under Form 8-K. The form is used to reveal corporate events that could have a material effect on corporate financials.
Essentially, the new rule shortens the 8-K filing deadline to four days. Previously, companies had either five business days, or 15 calendar days, to file. In addition, the SEC added or expanded ten triggers for filing a form, giving corporate finance managers more specific guidelines regarding what circumstances warrant disclosure. New triggers include creation of an off-balance-sheet arrangement; costs incurred during an exit from a business or disposal of an asset; and notice of a delisting.
The rule has been a topic of discussion in corporate finance departments since March, when the SEC proposed the change. Some CFOs say they are already prepared to comply with the rule.
At Ford Motor Co., for example, CFO Don Leclair contends that both the accelerated filing schedule and new triggers won’t be a problem, noting that the company did not have to change processes or incorporate new information technology to prepare for the shift.
Howard Sipzner, CFO of real estate investment trust Equity One Inc., says that his corporate finance staff also is “fully up to speed” in terms of complying with the new rule. Sipzner points out that since all the $2.2 billion trust does is to develop, own, acquire, and manage real estate, the business is “homogenous,” and materiality decisions are straightforward.
Complying with the rule, however, could be problematic for companies that aren’t equipped to fill in information gaps that are left by swiftly assembled 8-Ks, says Chris Hodges, president of investor relations firm Ashton Partners. Hodges contends that a quick, frequent release of 8-Ks will force some companies to “disclose an event in isolation,” without the advantage of putting it in a broader context—as would be the case in providing the disclosures in the more comprehensive Form 10-Q or in a conference call.
While the letter of the law is served by pushing out more information, more quickly, says Hodges, its spirit is ignored if investors are puzzled by the event’s true financial effect on the company.
For example, announcing that a company has lost a major customer technically fulfills the SEC requirement. But explaining what the loss means in terms sales or other appropriate metrics can alleviate confusion and fear among investors, counsels Hodges.