Roku saw its up-and-down share price spike around 8% as of midday trading Thursday on the NASDAQ, after it made an 8-K filing to the SEC outlining new “change in control” terms for severance agreements should an interest buy out the company and displace its management team.

The newly amended “severance benefit plan” describes “benefits to officers at the level of vice president and above of the company,” the SEC filing reads. 

The new changes to the plan apply to “change-of-control termination” — i.e. what happens to the severance compensation of VP-and-above-level managers should another company buy Roku and fire its executive team. 

Roku has seen its Wall Street fortunes decline dramatically from last summer, with equity analysts bearish on the company's prospects of sustaining its domestically dominant positions in TVOS and advanced advertising, while also being able to successfully proliferate that business globally. 

Wall Street very much wants Roku to be taken over. In June, a similar stock surge occurred after management temporarily closed the trading window for employees to sell their vested stock. 

The rumor mill has spit out Netflix and Comcast as potential suitors. ▪️

Three former Netflix employees, along with two associates, have been charged by the Securities Exchange Commission with using insider information on company subscriber growth to illegally gain $3 million on the Nasdaq. 

According to an SEC statement released Wednesday, former Netflix engineer Sung Mo "Jay" Jun "was at the center of a long-running scheme to illegally trade on non-public information concerning the growth in Netflix's subscriber base." 

The SEC alleges that from 2016-17, Sung Mo Jun  provided his brother Joon Mo Jun and friend Junwoo Chon with subscriber data that they illegally used to trade stock prior to Netflix quarterly earnings reports. 

After he left Netflix in 2017, the SEC said Joon Mo Jun continued to receive internal subscriber data from Ayden Lee, described by the SEC as “another Netflix insider” as well as former Netflix colleague Jae Hyeon Bae.

The group used encrypted communications to carry on their scheme, the SEC said, but the agency's Market Abuse Unit eventually noticed the quintet's "improbably successful trading over time." 

"We allege that a Netflix employee and his close associates engaged in a long-running, multimillion dollar scheme to profit from valuable, misappropriated company information," said Erin E. Schneider, director of the SEC's San Francisco regional office, in a statement. "The charges announced today hold each of the participants accountable for their roles in the scheme."

Netflix hasn't publicly commented in the charges its former employees face. However, in his 2020 book No Rules Rules, company co-founder and co-CEO Reed Hastings predicted that Netflix's liberal sharing of sensitive company data would eventually cause a problem. He also suggested that such an inevitable event wouldn't change Netflix policy. 

 “We are perhaps the only public company that shares financial results internally in the weeks before the quarter is closed,” Hastings wrote. (Hat tip to TheVerge for first surfacing this quote.) “The financial world sees this as reckless. But the information has never been leaked. When it does one day leak (I imagine it will), we won’t overreact. We’ll just deal with that one case and continue with transparency.”

The Securities and Exchange Commission has charged AT&T and three of the company’s investor relations executives with violations of federal Regulation FD, the rule that governs the full disclosure of material financial information, for selectively releasing smartphone sales data to certain research analysts back in 2016. AT&T has denied the charges.

According  to the SEC, AT&T learned in March 2016 that a steeper than expected decline in smartphone sales would cause its overall revenue to fall short of forecasts. The complaint, filed in federal district court in Manhattan, alleges that in order not to fall short of consensus revenue estimates for the third straight quarter, AT&T investor relations executives Christopher Womack, Michael Black, and Kent Evans made private, one-on-one phone calls to analysts at about 20 different firms.  

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“On these calls, the AT&T executives allegedly disclosed AT&T's internal smartphone sales data and the impact of that data on internal revenue metrics, despite the fact that internal documents specifically informed Investor Relations personnel that AT&T's revenue and sales of smartphones were types of information generally considered 'material' to AT&T investors, and therefore prohibited from selective disclosure under Regulation FD,” the SEC said in the complaint. 

The SEC claims that as a result of the calls the analysts reduced their revenue forecasts for the company, leading the overall consensus estimates to fall below what AT&T reported to the public on April 26, 2016. 

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"Regulation FD levels the playing field by requiring that issuers disclosing material information do so broadly to the investing public, not just to select analysts," said Richard R. Best, Director of the SEC's New York Regional Office, in a press release. "AT&T's alleged selective disclosure of material information in private phone calls with analysts is precisely the type of conduct Regulation FD was designed to prevent."

The SEC's complaint alleges that AT&T violated Regulation FD and reporting provisions of the Securities Exchange Act of 1934, and that Womack, Evans, and Black aided and abetted those violations. The complaint seeks permanent injunctive relief and civil monetary penalties against each defendant.

In a statement, AT&T denied the allegations, adding that the SEC does not cite any witnesses involved in any of the analyst calls that believe they received nonpublic information, even after a four-year investigation. 

“The information discussed during these March and April 2016 conversations concerned the widely reported, industry-wide phase-out of subsidy programs for new smartphone purchases and the impact of this trend on smartphone upgrade rates and equipment revenue," AT&T said in the statement. “Not surprisingly, without device subsidies, customers upgraded their smartphones less frequently, leading to a reduction in equipment revenue.”

AT&T said it disclosed the trend on several occasions before the analyst calls, while also making it clear it had no material impact on earnings.  

“The evidence could not be clearer – and the lack of any market reaction to AT&T's first quarter 2016 results confirms – there was no disclosure of material nonpublic information and no violation of Regulation FD,” AT&T continued. “The SEC's pursuit of this matter will not protect investors and instead will only serve to chill productive communications between companies and analysts, something the SEC was worried about when it adopted Regulation FD some 20 years ago. Unfortunately, this case will only create a climate of uncertainty among public companies and the analysts who cover them.”

The telco said it was looking forward to its “day in court.”

The SEC's investigation was conducted by George N. Stepaniuk, Thomas Peirce, and David Zetlin-Jones of the SEC's New York Regional Office. The SEC's litigation will be conducted by Alexander M. Vasilescu, Victor Suthammanont, and Mr. Zetlin-Jones. The case is being supervised by Sanjay Wadhwa.

Comcast and Time Warner Cable have agreed to extend the end date of their merger agreement by six months to Aug. 12, 2015.

The companies had initially told the SEC they thought the deal would be completed by the end of 2014 -- actually by Feb. 12, 2015, a year from the deal's announcement -- but as is standard, the agreement also anticipated that an extension might be necessary given that neither company controls the vetting process by the FCC and Justice Department in Washington, and a court challenge to the FCC's protective order had made it essentially a formality unless the parties had decided not to do the deal.

They informed the SEC of their decision to extend in an 8K filing Jan. 28.

The FCC has an informal 180-day shot clock on the deal, which shows its vetting is only on day 122. But that clock dates from when the papers were filed--which did not happen until April-- and has been stopped the clock twice due to document production issues, so

The initial end date was Feb. 12, 2014, a date that would have given either party an out if they did not want to continue the deal beyond that. Neither opted for that out.

"Comcast and Time Warner Cable agree that the End Date is hereby extended to August 12, 2015, as contemplated by the Merger Agreement," the companies told the Securities and Exchange Commission."

The FCC is not expected to make a decision on the deal until late spring or early summer because of that court challenge. Oral argument is scheduled for Feb. 20 in the U.S. court of Appeals for the D.C. Circuit on the challenge by programmers to the FCC's decision to let third parties, some 200, see program contracts and work product related to both the Comcast/TWC and AT&T/DirecTV merger proposals.

Showtime is betting that it’s Sept. 13 Floyd Mayweather-Marcos Maidana pay-per-view boxing rematch provides a bigger PPV performance punch than its May 3 predecessor.

Saturday’s PPV fight – the fourth of Showtime’s six fight deal with the undefeated and pound-for-pound PPV king – is the first rematch for Mayweather’s during his PPV career. Showtime Sports executive vice president and general manager Stephen Espinoza told Multichannel News that the competitive nature of the first fight -- which Mayweather won by decision in a very action-packed fight – will draw more viewers to Saturday’s rematch.

Espinoza would not reveal PPV buys for Mayweather-Maidana 1, but published reports put the total around 900,000 buys. Mayweather had generated more than 1 million buys in each of his last six fights before his May fight with Maidana.

“We finally found an opponent who really rose to the occasion and provided a real test for Mayweather,” Espinoza said. “There’s a group of fans who may have bypassed the first fight because they assumed Floyd would be as dominant as usual and who are now not going to miss the second one because of the element of risk. That’s not an element that’s often perceived in Mayweather fights because he is so skilled.”

Unlike the first fight where Showtime had to market the relatively unknown Maidana, Espinoza said Showtime is letting the action and competiveness of the first fight lead its marketing push to fight fans. He added the bulk of its marketing focus is focused on reaching casual and non-boxing fans who likely didn’t see the first fight.

The network has “doubled down” on digital content across all platforms, according to Espinoza. Showtime has aggressively posted short form clips on Instagram and Facebook, as well as streamed full episodes of its All Access documentary series the web. Espinoza also said the network is offering behind-the-scenes clips from both Mayweather and Maidana’s training camps in an effort to spur interest in the fight.

“We’re offering more [digital] content that we’ve ever done for any other fight,” Espinoza said.

The network is also leaning on sister broadcast network CBS to help market the fight. CBS has offered cross promotional spots on the NFL On CBS and on network-televised Southeastern Conference college football games, as well as CBS’ primetime and late night shows.

“That level of support is unprecedented in the recent past for boxing PPV’s,” said Espinoza. “The opportunity to get in front of millions of viewers at one time with our promotional content on CBS is a tremendous benefit to the event itself as well as for Floyd personally and the Showtime network.”

Mayweather’s flamboyant personality has also become part of the promotion, with the fighter using social media to market the fight. Espinoza said the fighter is the network’s secret promotional weapon.

“What we found from consumer research is that what people love about Mayweather fights is the spectacle … it’s the same reason why people who don’t watch football watch the Super Bowl and viewers who aren’t necessarily into award shows watch the Grammys,” Espinoza said. “Mayweather events are huge spectacles from the celebrity value to the circus-like [ring] entrances to the entire presentation of the event. For that reason it makes for a great collective viewing experience.”

Espinoza doesn’t believe that the fight will suffer heavily from an unusually busy 2014 PPV boxing schedule that has already produced five events, compared to only one PPV boxing event at this point last year.

“There is a little risk of consumer fatigue on the wallet, but as for the event itself it’s a very, very attractive fight,” He said.