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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: June 2012

Submissions of draft registration statements under the JOBS Act

Posted in IPOs

The SEC has announced that it will phase out the secure email system currently being used to submit confidential draft registration statements for emerging growth companies under the JOBS Act.  A new EDGAR-based system will be implemented soon.  We will keep you posted on the change when it happens.

Binding say-on-pay: Is it coming to a public company near you?

Posted in Compensation

Following the recent financial crisis and government bailouts of major U.S. financial institutions, the federal government has gradually facilitated a power shift from companies and their officers and boards of directors to their shareholders. A prime example of this is the recently enacted “say-on-pay voting” requirements. Through provisions of the Dodd-Frank Act which was passed… Continue Reading

That sounds risky: New generation of risk factors for technology companies

Posted in Disclosure Guidance, Technology Company Issues

The “Risk Factors” section of any disclosure document is vital to the protection of the issuer. Generations of securities lawyers and accountants have worked into the night to develop lists of risks that would make any sane potential investor run away screaming. Most of us have seen innumerable examples of conventional risk factors like competition,… Continue Reading

NASDAQ aims to ease indepedence rules, offer limited relief to issuers

Posted in Corporate Governance

Issuers who would not otherwise meet the NASDAQ independence rules may now breathe (a small) sigh of relief. On May 30, the SEC published notice of NASDAQ’s proposed change to Listing Rule 5605. Generally, Rule 5605 requires issuers to maintain an “independent” audit, compensation, and nominating committees. There is an exception to the independence rules… Continue Reading

The race is on: JOBS Act allows smaller banks, companies to go private

Posted in Financial Institutions

With the passing of the Jumpstart Our Business Startups (JOBS) Act, the thresholds for whether a company must be public changed dramatically. This is particularly true for smaller banks and bank holding companies.  The prior rule required registration with the SEC if the institution reached 500 or more holders of a single class of stock and… Continue Reading