footnoted*

Taped this segment last week with the Workiva folks about election fallout for the SEC. I’m around the :15 mark, but the whole episode worth a listen. youtu.be/5WZLp15Fk-4?...

With Bank of America, Goldman Sachs and Johnson & Johnson all reporting today, earnings season is in full swing! While I don't tend to pay very close attention to the numbers and whether they miss, beat or exceed, there is one thing in the earnings statements that I do like to look at: forward-looking statement bloat. Although I haven't seen any academic research on this, it's pretty easy to see how this seemingly boilerplate language tacked on (often in tiny or italicized print) at the end of an earnings release has grown significantly over the past few years. Because Bank of America released their earnings earlier today, I went and looked at some of their earnings releases over the past 10 years. This morning, the forward-looking statements were over 1,000 words. Five years ago, they ran around 700 words and five years before that, they were around 400. Who's to blame for this forward-looking statement bloat? Regulators? Corporate attorneys? Plaintiff lawyers? All of the above? As I say repeatedly when I do presentations for clients, there's always a reason something is disclosed, even if you don't know why at the time of the disclosure. But ignoring these lengthy disclosures because they're not the earnings seems like a bad idea!

Every September, the SEC really ramps up its enforcement actions to coincide with the end of the fiscal year, which is Monday. Pretty much every day, there's a few announcements in my inbox. So I decided to go back and look at the numbers and they're pretty shocking. So far this September (there's the rest of today and Monday still left), there have been a whopping 200 enforcement actions by the SEC. That's more than 5 times the number of enforcement actions there were last year! I haven't looked through all of those enforcement actions -- did I mention there were 200 in just the past month? -- but it would be interesting to see if AI could detect some trends with this. SEC enforcement actions over the past 5 Septembers:

Super interesting release by the SEC about so-called relationship scams. This one is personal for me. After my mom passed away 2 1/2 years ago, my stepfather fell for one of these scams after meeting "a woman" on some online dating site who quickly steered him to crypto. He was too embarrassed at first to tell me how much money he "invested", but it wound up being around $35K. Thankfully, I was able to convince him that it was a scam before he lost even more. The SEC's action today -- the first to specifically target online romance scams -- is clearly the tip of the iceberg when it comes to this sort of thing. Lonely older people (and probably some younger ones) are being scammed every day with this sort of thing and it needs to stop. You can read the SEC release and the complaints in the link.

Very excited to be a new mentor for the Digital Women Leaders program powered by the Online News Association. Mentors were always super important to me, so hoping to pay it forward to the next generation of women digital leaders! https://lnkd.in/dfNKyr5Q

Today is proxy deadline day for those companies on a calendar year. It's normally April 30, but this year it's a day earlier because of Leap Year. So I'm sponsoring a little contest: guess the total number of DEF 14As filed today. Answers must be received by 4:00 pm EST. The winner gets a free month of my Friday Night Dump newsletter (value: $250). You can post your guess here or, if you prefer, email/DM/WhatsApp me. Quick update: there were 307 DEF 14As filed yesterday and another 142 amended 10-Ks with proxy related information in them. The bulk of those were filed after 4 pm.

Yesterday, $AMAM announced that it was being acquired by $JNJ for $28 a share. Back on Dec. 3, I alerted footnoted subscribers to a highly unusual SEC filing made by AMAM. At the time, the stock was trading at just over $12 a share. It's this careful reading between the lines of SEC filings that makes a subscription to footnoted's Friday Night Dump pay for itself. Find out more here: footnoted.com.

Just relaunched my new Friday Night Dump website, which focuses on those SEC filings made after 4 pm on Fridays, when companies tend to dump all sorts of things! Check it out and let me know what you think. And if you want to subscribe, I'm offering a special discount for the relaunch (use this code: 5VZL4Q6WQB to get 50% off the price). Thanks to Laura McDonald and Monique Davenport for all of their hard work! fnd.footnoted.com