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The Securities Edge Securities Blog for Middle-Market Companies

Monthly Archives: July 2016

Top Five Considerations in a Challenging IPO Market

Posted in IPOs

This posting is a reprint of an article, co-authored by Bob Lamm and David Scileppi, that appeared in the Daily Business Review on July 15, 2016.     Recent months have been difficult for the initial public offering market. In fact, year-to-date, IPOs are down nearly 60 percent compared to last year. One of the bright… Continue Reading

SEC issues guidance on Securities Act Rule 701 in context of mergers

Posted in Mergers and Acquisitions

The SEC’s Division of Corporation Finance recently issued new Compliance and Disclosure Interpretations (“C&DIs”) for Securities Act Rule 701 which clarify application of the Rule in the context of mergers. In a nutshell, Rule 701 provides an exemption from SEC registration requirements for private companies, private subsidiaries of public companies and foreign private issuers to… Continue Reading

To 13G or not to 13G

Posted in Disclosure Guidance, SEC

On July 14, the SEC Staff published a new Compliance and Disclosure Interpretation clarifying when an investor who may not be entirely passive may nonetheless remain eligible to file a beneficial ownership report on Schedule 13G rather than Schedule 13D.  Anyone who has tried to dance on the head of that pin will be relieved,… Continue Reading

What happens in England

Posted in Announcements, Bob's Upticks, Corporate Governance, Disclosure Guidance, International

The United Kingdom has a new Prime Minister.  Her name is Theresa May, and she’s a member of the Conservative Party.  Remember that, because what you are about to read will probably lead you to think otherwise. In a speech made a couple of days before Ms. May became Prime Minister, she said that she would… Continue Reading

Smaller gets bigger

Posted in Disclosure Guidance, SEC

In recent years, the SEC – frequently due to Congressional mandates – has reduced the amount of disclosure that smaller public companies must provide.  Most recently, on June 27, the SEC proposed yet another rule that would reduce disclosure burdens by enabling more companies to qualify as “smaller reporting companies,” or “SRCs.” The proposal would… Continue Reading

Coming soon to an SEC filing near you: board diversity (but not sustainability…for now)

Posted in Announcements, Bob's Upticks, Corporate Governance, Disclosure Guidance, Diversity, investor empowerment

In a June 27 speech to the International Corporate Governance Network, SEC Chair Mary Jo White engaged in a bit of full disclosure herself: “I can report today that the staff is preparing a recommendation to the Commission to propose amending the rule to require companies to include in their proxy statements more meaningful board… Continue Reading

Nasdaq-listed companies must now disclose director “golden leash” arrangements

Posted in Compensation, Corporate Governance, Disclosure Guidance, Nasdaq

A little over two years ago, the Council of Institutional Investors (“CII”) asked the SEC to review its proxy disclosure rules related to director compensation received from third parties, which we had blogged about here. At the time, the CII was concerned that the existing proxy rules did not capture compensation that may be paid… Continue Reading