They may be FULLY COMPLIANT. That is not my issue. It is not that they may be compliant as much as it is that they are not operating as fully in the shareholders interests as I would expect (or demand). see below
Securities Regulation – Liabilities & Remedies
Also see Table of Contents –click on a topic and it will take you to that page.
http://books.google.com/books?id=fGndQJsOb2oC&pg=PT156&lpg=PT156&dq=SEC+regulation+%22material+event%22&source=bl&ots=pkzu0MxKjt&sig=S2GG2LXK-liiWZ7cRzVW5jk7Oe4&hl=en&ei=b5NsSoK8BtKPtgf9h_maAQ&sa=X&oi=book_result&ct=result&resnum=4
I offer this to the forum with some trepidation. As Ronran has often observed there is danger in laypersons interpreting the law. However we do need to create a new factual base upon which to hang our arguments.
As to whether the BOD has done anything legally wrong, they obviously think not. Perhaps they are right. However, many on this forum think they are unnecessarily restricting information. I will go further and say they act contra to the intent of the SEC regs (Obviously in my opinion) but for which I offer the above book so each may form their own opinion. I believe the SEC intends as open a discourse between a Company and its shareholders as possible. The irksome point with our BOD is that they choose to be as restrictive as allowed.
What have they done wrong, you ask. They have allowed an interpretation of SEC law concerning disclosure to be controlled by parties outside of PTSC. THEY can / should / are obligated to decide what is material for PTSC. If THEY decide certain information is material, no power on earth should prevent its disclosure under SEC regs. I believe they have chosen sides and consistently favor parties other then the general shareholder and by doing so squash material information as “not available due to our non disclosure agreement”.
What have they done wrong? Their compensation does place their interests along side the common stockholder. They appear unresponsive except to enrich themselves. If they are doing “good” then they need to toot their own horns with announcements. The silence “due to NDA’s” is too much to bare any longer. They can choose to interpret what is material themselves and disclose what they want / when they want.
As you will read the issue of materiality relative to disclosure is an area of wide interpretation but this quote sums up my view in 1.11[1] Page 1-62 “The Supreme Court resolved the standard of materiality applicable under federal proxy provisions : An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote”. Admittedly, this standard may not apply to all types of reporting BUT it is allowed and is to be strived for.
Proposed Framework of Disclosure 1.10 Page 1-56
Issuer Disclosure Obligations 2.01 page 2-5 to 6
Interesting discussion of allowing prior disclosures of purpose (my word) to stand unaltered (ie business direction re patent portfolio) interpreted as “deceiving investors” under Sec. 10(b) and rule 10b-5
Duty to Update 2-7 page 2.02
Interesting discussion of allowing prior disclosure to “Hang” in the public even as conditions material change.
Affirmative Duty to Disclose 2.03(1) page 2-14
