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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: January 2013

Securities Law 101 (Part III): Watch your mouth! Regulation FD’s impact on (selective) disclosure

Posted in Disclosure Guidance

This is the third part of our Securities Law 101 series.  Because capital raising is such a critical function for middle market companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law.  We hope that this series will prevent some of the most common mistakes management… Continue Reading

SEC advisory committee to recommend formation of small company securities exchange

Posted in Capital Raising

  An SEC advisory committee is likely to recommend that that the SEC support the formation of a new securities exchange designed especially for small cap and micro cap public companies. While this new exchange is a long way from approval and operation, strong SEC support could substantially increase its chances of successful implementation. This… Continue Reading

Proposed campaign contribution disclosure rules may be coming as early as April (but not likely)

Posted in Disclosure Guidance

As first reported by Professors  Lucian Bebchuk and Robert J. Jackson, Jr. in their recent posting on the Harvard Law School Forum on Corporate Governance and Financial Regulation, the SEC may take action to issue proposed rules on corporate political spending disclosures by public companies as early as the second quarter of this year. This… Continue Reading

Starting the New Year off right: In-house counsel disclose their New Year’s resolutions

Posted in Corporate Governance

As we start 2013, I thought it would be fun to ask in-house counsel what their New Year’s resolutions were.  I wasn’t looking for the usual “go to the gym more/ lose weight/ get organized” type answers, but rather what corporate secretaries/ securities counsel would want to improve upon in 2013 in their professional lives. … Continue Reading

Are investors’ interests served by proxy advisory firms?

Posted in Corporate Governance

As we say “goodbye” to 2012 we say “hello” to another proxy season full of angst caused by the self-appointed czars of corporate governance, the proxy advisory firms.  Although ISS and Glass Lewis have been making voting recommendations for more than a decade, over the past two years their power over voting outcomes has increased. … Continue Reading