Comments on: Julie Chen avoids the Katie Couric rule… http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/ Michelle Leder's guide to what's hiding in SEC filings Fri, 21 Nov 2008 20:32:52 +0000 http://wordpress.org/?v=2.6.3 By: Michelle Leder http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4909 Michelle Leder Wed, 16 Apr 2008 19:52:32 +0000 http://www.footnoted.org/?p=1825#comment-4909 It's hard to say what investors care about and some -- maybe even all -- may not care about this at all. My point is that there's a pretty clear SEC rule on what needs to be disclosed and CBS isn't doing that here. Whether that's material or not is up to someone else to judge. At footnoted, we simply point things out that we find in SEC filings, or in this case, omissions that seem odd to us. It’s hard to say what investors care about and some — maybe even all — may not care about this at all. My point is that there’s a pretty clear SEC rule on what needs to be disclosed and CBS isn’t doing that here. Whether that’s material or not is up to someone else to judge. At footnoted, we simply point things out that we find in SEC filings, or in this case, omissions that seem odd to us.

]]> By: jj_utah http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4908 jj_utah Wed, 16 Apr 2008 19:10:50 +0000 http://www.footnoted.org/?p=1825#comment-4908 I disagree. You state that CBS refused to provide information "that would help investors gain a better understanding of the related party transaction." Implicit in that statement is that investors care about those details (i.e. those details are material), which clearly is not the case. If you had said CBS refused to provide information "that the SEC requires under S-K," then fine. I disagree. You state that CBS refused to provide information “that would help investors gain a better understanding of the related party transaction.” Implicit in that statement is that investors care about those details (i.e. those details are material), which clearly is not the case. If you had said CBS refused to provide information “that the SEC requires under S-K,” then fine.

]]> By: Michelle Leder http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4905 Michelle Leder Tue, 15 Apr 2008 16:05:58 +0000 http://www.footnoted.org/?p=1825#comment-4905 Whether or not something is material is besides the point: the SEC rules on related party transactions are pretty clear and require that the dollar value be disclosed if it's over $120K. So my post had to deal with the fact that Disney followed the rules while CBS did not. Whether or not something is material is besides the point: the SEC rules on related party transactions are pretty clear and require that the dollar value be disclosed if it’s over $120K. So my post had to deal with the fact that Disney followed the rules while CBS did not.

]]> By: jj_utah http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4904 jj_utah Tue, 15 Apr 2008 15:51:50 +0000 http://www.footnoted.org/?p=1825#comment-4904 I don't see how the disclosure regarding Louise Bryson could possibly be material to an investor's decision to buy or sell Disney stock. Disney had revenue of $35.5 billion in '07, operating income of $7.7 billion and net of $4.6 billion. Disclosing that a related party was paid $1 million versus disclosing that a related party was paid "market" is not more helpful to investors. In both cases, the issuer is confirming that a related party transaction exists, but is not material. Your implication that the Disney disclosure is more helpful to investors is mystifying. All that disclosure accomplishes is to (i) waste ink, paper and time and (ii) keep regulators and bloggers fully employed. I don’t see how the disclosure regarding Louise Bryson could possibly be material to an investor’s decision to buy or sell Disney stock. Disney had revenue of $35.5 billion in ‘07, operating income of $7.7 billion and net of $4.6 billion. Disclosing that a related party was paid $1 million versus disclosing that a related party was paid “market” is not more helpful to investors. In both cases, the issuer is confirming that a related party transaction exists, but is not material. Your implication that the Disney disclosure is more helpful to investors is mystifying. All that disclosure accomplishes is to (i) waste ink, paper and time and (ii) keep regulators and bloggers fully employed.

]]> By: Michelle Leder http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4899 Michelle Leder Mon, 14 Apr 2008 18:53:10 +0000 http://www.footnoted.org/?p=1825#comment-4899 Yes, CP, you're correct. Sorry if that wasn't clear from my post. The Katie Couric rule would have required disclosing the top three highest paid people, even if they weren't NEOs, and had nothing to do with related party transactions. Even if the SEC had moved forward on the rule, it's unlikely that Chen would have been covered by it, since I doubt she's in the top 3. Still, it seems as if the rules on related party transactions should apply here. BTW -- the folks over at Silicon Alley Insider have their own interesting take on CBS <a href="http://www.alleyinsider.com/2008/4/cbs_ceo_les_moonves_gets_29_raise_just_reward_for_job_well_done rel="nofollow">here</a>. Yes, CP, you’re correct. Sorry if that wasn’t clear from my post. The Katie Couric rule would have required disclosing the top three highest paid people, even if they weren’t NEOs, and had nothing to do with related party transactions. Even if the SEC had moved forward on the rule, it’s unlikely that Chen would have been covered by it, since I doubt she’s in the top 3. Still, it seems as if the rules on related party transactions should apply here.

BTW — the folks over at Silicon Alley Insider have their own interesting take on CBS here.

]]> By: CP http://www.footnoted.org/buried-treasure/the-family-business/julie-chen-avoids-the-katie-couric-rule/#comment-4898 CP Mon, 14 Apr 2008 16:31:45 +0000 http://www.footnoted.org/?p=1825#comment-4898 I think the "Katie Couric" rule was related to the disclosure of the top paid non-management "talent" from being disclosed in the executive compensation tables in the proxy just because they made more than the top executives at the company. It doesn't relate to the related party disclosures, and after a quick look at the rules again, I'm really not sure how CBS justifies leaving the specifics out of their related party disclosures (assuming Chen makes more than $120,000 - and I think that's a safe assumption). I think the “Katie Couric” rule was related to the disclosure of the top paid non-management “talent” from being disclosed in the executive compensation tables in the proxy just because they made more than the top executives at the company. It doesn’t relate to the related party disclosures, and after a quick look at the rules again, I’m really not sure how CBS justifies leaving the specifics out of their related party disclosures (assuming Chen makes more than $120,000 - and I think that’s a safe assumption).

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