News & Analysis as of

Registration Statement

SEC Shuts Down Initial Coin Offering Using Blockchain for Failure to File Securities Registration Statement

by Hinshaw & Culbertson LLP on

On December 11, 2017, the SEC instituted cease-and-desist proceedings against Munchee Inc., the creator of an iPhone application that allows users to review restaurant meals, with regard to Munchee's planned initial coin...more

The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,...more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

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

Corporate Finance Alert: House Passes Bipartisan Legislation Intended to Ease Capital Formation

On November 1, 2017, the House of Representatives passed two bills intended to ease regulatory burdens on capital formation. The bills would amend the Securities Act of 1933 (Securities Act) to extend the “testing the waters”...more

SEC Proposes Amendments to Modernize and Simplify Regulation S-K

by Foley & Lardner LLP on

On October 11, 2017, the U.S. Securities and Exchange Commission (SEC) voted to propose amendments to modernize and simplify disclosure requirements in Regulation S-K and related rules and forms to reduce the costs and...more

Effective Cause Marketing: Ways to Ensure Your Good Deeds Go Unpunished

by Nutter McClennen & Fish LLP on

Collaborations between charitable organizations and for-profit businesses to simultaneously promote a cause and raise funds for the charity have been demonstrably successful and are occurring with increasing frequency. When...more

The SEC Gets Hacked: What Now?

by Nossaman LLP on

It was recently revealed that the Securities and Exchange Commission’s (“SEC”) EDGAR database, which is used by public companies to file official documents, was breached. According to the SEC, trading off of that hacked...more

To Disclose Or Not To Disclose: Trade Secrets Vs. Patents

by Dickinson Wright on

When a business develops valuable information not known to its competitors, it is often faced with a difficult and important decision: whether to disclose that information and seek federal patent protection, or to maintain...more

What Effect Will the New Revenue Recognition Standard Have on M&A?

by Stinson Leonard Street on

The Financial Accounting Standards Board's new revenue recognition standard is expected to have wide-ranging effects on M&A transactions. The new revenue recognition standard under GAAP will be applicable to public companies...more

Filed v. Furnished, What’s the Difference?

by Sullivan & Worcester on

When disclosing information in a filing with the SEC, it is important to know whether such disclosure and any related exhibits should be "filed" or "furnished". To non-lawyers, this may seem like semantics or another...more

SEC Updates Guidance on Draft Registration Statements

On Aug. 17, the U.S. Securities and Exchange Commission (SEC) issued guidance in connection with financial information that may be omitted on draft registration statements. These measures are the latest in the SEC’s efforts...more

SEC Hyperlink Rules Are Live

Effective September 1, 2017, the Securities and Exchange Commission’s (SEC) recently adopted rules require most companies that file public reports to include active hyperlinks to each exhibit listed in the exhibit index, as...more

Corporate and Financial Weekly Digest - Volume XII, Issue 33

SEC/CORPORATE - SEC Division of Corporation Finance Issues New and Updated C&DIs on Omission of Financial Information from Draft Registration Statements - Since the adoption of the Fixing America’s Surface...more

SEC issues new guidance on omission of interim financial information from draft registration statements

by Hogan Lovells on

On August 17, the SEC’s Division of Corporation Finance issued new guidance indicating that emerging growth companies (EGCs) and non-EGCs may omit from their nonpublic draft registration statements interim financial...more

A to-do list for the fourth quarter – three key topics for public companies, plus action items

by DLA Piper on

As summer winds down, we want to highlight three topics public companies need to keep in mind as they head into fall. The first relates to certain amendments adopted by the SEC that require hyperlinks to exhibits in exhibit...more

SEC Extends IPO Accommodations by Permitting Exclusion of Interim Financial Information in Confidential Draft Registration...

by Shearman & Sterling LLP on

On August 17, 2017, the SEC’s Division of Corporation Finance issued guidance further extending an important accommodation provided to companies contemplating going public. Under the updated guidance, all issuers, including...more

An Exhibit Hyperlink Reminder

This past spring, the SEC issued final rules designed to make it easier to access and retrieve exhibits to company filings through the use of hyperlinks. For most companies, this new requirement becomes effective for filings...more

SEC Reduces Financial Information Requirements for Draft Registration Statements

On August 17, 2017, the Securities and Exchange Commission (SEC) updated its June 29, 2017 guidance on the confidential review process for draft registration statements and financial information that may be omitted from draft...more

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

by Fox Rothschild LLP on

Beginning July 10, 2017, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

SEC Rules Requiring Exhibit Hyperlinks to Take Effect

The Securities and Exchange Commission’s (SEC) new rules requiring hyperlinked exhibits in SEC filings will be effective for most public companies on September 1, 2017....more

Corporate and Financial Weekly Digest - Volume XII, Issue 32

SEC/CORPORATE - SEC Approves NYSE Amendments Regarding Notice Related to Dividends and Stock Distributions - On August 14, the Securities and Exchange Commission approved a rule change which will now require New York...more

Reminder: Exhibit Hyperlinks and HTML Format Required Starting on September 1, 2017

As a reminder, the SEC’s new requirements for exhibit hyperlinks and the submission of all filings (subject to the exhibit filing requirement) in HTML format will be applicable to filings made on or after September 1, 2017....more

SEC Expands Confidential Review of IPO Registration Statements

The SEC announced earlier this summer (and supplemented that announcement late last week with additional information) that it has expanded the availability of its popular procedure for confidential non-public review of, and...more

SEC Staff Issues New C&DIs Clarifying Financial Information Required for Draft Registration Statements

On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may...more

Corporate Finance Alert: SEC Issues New Guidance on Draft Registration Statements, Including Omission of Interim Financial...

On August 17, 2017, the staff (Staff) of the Securities and Exchange Commission (SEC) issued new guidance that will streamline significantly the confidential submission process for emerging growth companies (EGCs) and...more

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