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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: May 2013

New SEC Chair: Mary Jo White

Posted in Disclosure Guidance

The mission of the U.S. Securities and Exchange Commission (“SEC”) is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. This sounds great, but how does the SEC actually carry out its mission? The answer lies in the SEC’s oversight and regulation function of the key participants in the securities world,… Continue Reading

Recent meeting between the Society of Corporate Secretaries and Governance Professionals and SEC Staff provides insight

Posted in Disclosure Guidance

On Tuesday, the Securities Law Committee of the Society of Corporate Secretaries and Governance Professionals met with officials from the Divisions of Corporation Finance, Investment Management, and Trading and Markets and the Office of the Whistleblower.  While neither new Chair Mary Jo White (confirmed in April) nor new Director of Corporation Finance Keith Higgins (starts… Continue Reading

Society of Corporate Secretaries and Governance Professionals – Southeastern Chapter coming to Florida on June 6

Posted in Announcements

Gunster and the Southeastern Chapter of the Society of Corporate Secretaries and Governance Professionals are jointly hosting a complimentary event in Fort Lauderdale, Florida on June 6.  The two-hour program will feature the following speakers:  SEC update: what’s on the mind of the staff … and the new SEC chair? Brian V. Breheny, Partner, Skadden,… Continue Reading

Are new Iran-related disclosure requirements turning public companies into tattletales?

Posted in Disclosure Guidance

In other breaking news that many may have missed, Orbitz Worldwide, Inc. recently reported in its most recent 10-Q that a handful of employees of a Hilton-branded hotel were paid wages via direct deposit into bank accounts maintained with Bank Melli. The obvious question is why is Orbitz reporting on seemingly immaterial activities of a… Continue Reading

Social media as a disclosure channel – slow but steady

Posted in Disclosure Guidance

Public companies are beginning to cautiously adopt social media as a disclosure channel. This area has experienced substantial changes lately as the SEC moved from a posture of threatening action against Netflix’s CEO for a post he made on his personal Facebook page to adopting a more relaxed and expansive position. This was really just… Continue Reading

Securities Law 101 (Part V): Issuing shares of stock for mergers and acquisitions

Posted in Mergers and Acquisitions

This is the fifth 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