-
New Ownership Reports Due December 15Th, 2009
October 23, 2009
Have an opinion? Add your comment below. Gregg Skall reminds you that New Ownership Reports are due shortly.
-
The Office of Management & Budget has now approved the new FCC Form 323 Ownership Report and the FCC has announced a new uniform filing date for all broadcast stations. New reports will be required covering all stations no later than December 15th, 2009. Information in the report is to be accurate as of November 1st, 2009.
The Commission initiated this revision to address and correct deficiencies in its data-gathering methods identified by the U.S. Government Accountability Office and other researchers and commenters. It concluded that it did not possess reliable data on the precise status of minority and female ownership, without which it could not establish or maintain effective policies that could withstand court review were it to pursue more race- or gender-based initiatives.
Every broadcaster should begin by reviewing the new form. Many of the changes involve moving information that had previously been filed in attachments to the body of the application as fill-in fields and other types of responses that will lend themselves to quantification reporting and regression analysis. A copy of the revised FCC Form 323 can be found at this link. Note: this is not the final version! It is highly likely that the FCC will further revise the form within the next several weeks.
With only a short window of time in which to prepare and file the new form, everyone required to file should immediately review their most recently-filed ownership reports for changes that have occurred and that should be reported. Confirm that the officers, directors and owners of stock and addresses are accurately listed. Note that the new form is not expected to automatically populate any fields from previously filed forms. Every item of information will have to be entered, but thereafter, future forms should populate automatically from this first filing.
A separate report will be required for each business entity with an attributable interest in a licensee or permittee. That includes all entities that vote or own 5% or more, as well as managers, members and non-insulated partners, plus certain creditors and investors. Individuals must be included in all reports for the entities in which they hold an attributable interest. Since each report is totally new, licensees with large broadcast property portfolios will have to manually enter the same information numerous times for each report that must be prepared and filed.
For the first time, reports will be required for low-power TV and Class-A TV stations. Also for the first time, reports must be filed by individual licensees and by partnerships consisting only of natural persons. Those sheltered from attribution by the "single majority shareholder" or "Equity/Debt Plus" rules will not need to be included in these first reports, but pending the outcome of a further rulemaking, it is likely that they will have to be reported in the future. As in the past, gender and race/ethnicity must be specified for all reported individuals.
The Form 323 requires certain licensee corporate and other documents to be listed and filed. Included are documents such as articles of incorporation, bylaws, amendments to those documents, LMAs, JSAs, documents contemplating a possible change in directors or owners (such as stock pledges, options, voting agreements and succession agreements), documents that restrict the entity from doing certain actions (such as security agreements and other financial documents), and trust agreements. The requirement can be found at Section 73.3613 of the Commission's rules.
Click Here to View Section 73.3613 of the FCC Rules
The new Form 323 Ownership Report will require that each person listed in the report supply an FCC Federal Registration Number (FRN). Most individuals and many other legal entities will not have a FRN. The FRN is obtained on-line from the Commission with the person's Social Security Number. This is a new requirement. It includes every individual listed in the report, every entity listed in a licensee report and every individual listed in that report.
As with previous ownership reports, a FCC Filing Fee of $60/station will be due at the time of filing for each report.
This column is provided for general information purposes only and should not be relied upon as legal advice pertaining to any specific factual situation. Legal decisions should be made only after proper consultation with a legal professional of your choosing.
-
-