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Hospitality Industry: So You Think You’re Not the Developer of That Condo Hotel – Think Again! Alert - November 12, 2008

Over the past year, the Florida real estate market – along with many other markets – has seen a significant increase in the number of lenders foreclosing on construction loans secured by distressed condominium hotel projects, as well as an increase in bulk purchases of units within these projects. These scenarios raise the important question of whether the lender or the new owner of the units within a condominium hotel project (which may or may not continue as a condo hotel) is considered a successor developer. The law is unclear in many instances.

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Public Companies
Alert - August 31, 2004
 
In this Issue...
SEC Proposes One-Year Delay in Acceleration of Periodic Report Filing Dates
 
 August 31, 2004
 
Rodney H. Bell- Miami

On August 25, 2004, the SEC published a proposal to postpone for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports by “accelerated filers” in order to allow additional time and opportunity for “accelerated filers” and their auditors to focus on complying with new requirements regarding internal control over financial reporting. Currently, the deadline for “accelerated filers” to file annual reports for fiscal years ending on or after December 15, 2003, is 75 days, and the deadline for subsequently filed quarterly reports is 40 days.  The deadline for annual reports is scheduled to be shortened to 60 days for fiscal years ending on or after December 15, 2004, and the deadline for subsequently filed quarterly reports is scheduled to change to 35 days after the end of each quarter.

“Accelerated filers” must begin to include both a  management report and auditor report on the effectiveness of their internal control over financial reporting in annual reports filed for the first fiscal year ending on or after November 14, 2004.  SEC rules, as currently drafted, would result in most “accelerated filers” having to comply for the first time with the internal control reporting requirements within the same time period that their annual report filing deadline changes from 75 to 60 days. 

The SEC noted in its proposal that several companies and auditors have expressed concern over their ability to perform the work necessary to comply with the new internal control requirements at the same time that the periodic report deadlines are being further accelerated.  As proposed, the accelerated filing phase-in period would be postponed by one year so that the deadline for annual reports filed by “accelerated filers” for fiscal years ending on or after December 15, 2004 would remain at 75 days after fiscal year end. Similarly, the quarterly report deadline for the three subsequently filed quarterly reports for accelerated filers would remain at 40 days after quarter end.  Under the proposed amendment, the final 60/35 day phase-in periods for “accelerated filers” would become effective with respect to their first fiscal year ending on or after December 15, 2005.

The SEC has also proposed conforming amendments to Regulation S-X to apply the postponed phase-in period to the financial information updating requirements in other filings, such as registration statements, proxy statements and information statements.  The SEC is inviting comments on various aspects of the proposal by the 30th day after publication of the proposal in the Federal Register.  An issue of note is the SEC’s request for comments on whether only the annual report filing deadline should be postponed for one year, leaving the 40 to 35-day phase-in for quarterly reports in effect.

Holland & Knight LLP will provide updates on the SEC proposal in light of future SEC actions. For more information, e-mail Rodney Bell or James Lurie at rodney.bell@hklaw.com or james.lurie@hklaw.com, or call toll free, 1-888-688-8500.

This Public Companies Alert is a summary for general information and discussion only. It is not a complete analysis of the matters presented and may not be relied upon as legal advice which may often turn on specific facts. Readers should seek legal advice before acting with regard to the matters mentioned herein.