Note: We updated this post (originally posted last week) to add a new frequently asked question about expanded hyperlinking.
The questions and answers below address certain interpretive issues on the SEC’s new hyperlink...more
This week the SEC proposed to expand the “test-the-waters” accommodation—currently available to emerging growth companies (EGCs)—to all issuers, including investment company issuers. The proposed rule and related amendments...more
2/25/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Proposed Rules ,
Public Comment ,
Public Offerings ,
Publicly-Traded Companies ,
Qualified Institutional Buyers ,
Registration Statement ,
Section 5 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
An SEC comment letter exchange recently made public serves as a helpful reminder to consider Section 5 of the Securities Act when structuring a PIPE (private investments in public equity) transaction. In a PIPE, a public...more
2/4/2019
/ C&DIs ,
Common Stock ,
Corporate Issuers ,
Form S-1 ,
Form S-3 ,
PIPEs ,
Private Placements ,
Publicly-Traded Companies ,
Registration Statement ,
Resales Agreements ,
Rule 144 ,
Section 11 ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
With the government partially shut down, the SEC is following its operations plan during a shutdown, which entails an extremely limited number of staff members available to respond to emergency situations involving market...more
1/8/2019
/ Capital Formation ,
EDGAR ,
Government Shutdown ,
Investors ,
M&A Brokers ,
Offering Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Section 8(a) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
Generally speaking, the federal securities laws were drafted with the purpose of limiting the kind and amount of pre-offering publicity permitted in registered public offerings. Pursuant to Section 5(c) of the Securities Act...more
12/11/2018
/ Confidential Information ,
Corporate Counsel ,
Emerging Growth Companies ,
General Solicitation ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Investors ,
Press Releases ,
Printed Publications ,
Public Offerings ,
Registration Statement ,
Regulation D ,
Rule 506(c) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Shareholders
In monitoring SEC comment letters, we came across a SEC comment letter recently made public. While we acknowledge the term “pro forma” is often used by registrants when adjusting their GAAP results to provide additional...more
We previously blogged about the recent SEC disclosure simplification rules. As the rules have now been published in the Federal Register and are set to go effective on November 5, 2018, set forth below are some FAQs on the...more
10/24/2018
/ Disclosure Requirements ,
FASB ,
Filing Requirements ,
Financial Reporting ,
Form 10-Q ,
GAAP ,
New Rules ,
Registration Statement ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Websites
I recently presented to the Corporate & Securities Law Committee of the Association of Corporate Counsel (ACC) on the topic entitled “Behind the SEC Curtain: Practical Tips for Interacting with the SEC Staff.”
The...more
4/23/2018
/ Disclosure ,
EDGAR ,
Filing Requirements ,
Financial Statements ,
Form 10-K ,
Investigations ,
New Rules ,
Proposed Rules ,
Proxy Statements ,
Registration Statement ,
Regulation S-K ,
Screening Procedures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC)
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
11/17/2017
/ Affiliates ,
Controlling Stockholders ,
Investors ,
Merger Agreements ,
Nasdaq ,
Registration Statement ,
SEC Comment Letter Process ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Settlement Agreements ,
Shareholders ,
Stock Float ,
Stocks