Thursday, May 17, 2007

To Patrick Byrne, CEO of Overstock.com: More Questions about the Company's Code of Business Conduct and Ethics

To Patrick Byrne, CEO of Overstock.com:

Transparency

According to the Securities and Exchange Commission, there are three prescribed alternative methods for making a company’s code of ethics publicly available:

First, a company may file a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and addresses the specified elements as an exhibit to its annual report.

Alternatively, a company may post the text of its code of ethics, or relevant portion thereof, on its Internet website, provided however, that a company choosing this option also must disclose its Internet address and intention to provide disclosure in this manner in its annual report on Form 10-K, 10-KSB, 20-F or 40-F.

As another alternative, a company may provide an undertaking in its annual report on one of these forms to provide a copy of its code of ethics to any person without charge upon request.

Questions

Why is Overstock.com's Code of Business Conduct and Ethics only available by wriiten request?

Why does Overstock.com use the least transparent method of making its Code of Business Conduct and Ethics publicly available?

Waivers

According to the Securities and Exchange Commission web site:

Companies must comply with the code of ethics disclosure requirements promulgated under Section 406 of the Sarbanes-Oxley Act in their annual reports for fiscal years ending on or after July 15, 2003. They also must comply with the requirements regarding disclosure of amendments to, and waivers from, their ethics codes on or after the date on which they file their first annual report in which the code of ethics disclosure is required.

Questions

Can Overstock.com publicly disclose the content of any amendments to, and waivers from its Code of Business Conduct and Ethics?

Why didn’t Overstock.com also mail all copies of amendments to, and waivers from its Code of Business Conduct and Ethics?

Respectfully,

Sam E. Antar (former Crazy Eddie CFO & convicted felon)

Other blog items about Overstock.com's Code of Business Conduct and Ethics

May 15, 2007: Overstock.com: A Copy of its Code of Business Conduct and Ethics

May 16, 2007: To Patrick Byrne, CEO of Overstock.com - Did you comply with the Company's Code of Business Conduct and Ethics

Note

To obtain a copy of Overstock.com's Code of Business Conduct and Ethics, as adopted by the Company's Board of Directors on January 23, 2004:

Click here to download

1 comment:

Scipio said...

My guess is they want to track everyone who would be interested in such information. The requester would be labeled a "miscreant" and the probing into his or her background would commence. It certainly would prevent most from making the request. Thanks for posting it.

It would be nice to hear their spin however.