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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: David C. Scileppi

Pushing the envelope with bylaws restricting derivative suits?

Posted in Securities Litigation

  How to stop frivolous plaintiff lawsuits?  Since 2010, when Vice Chancellor Laster of the Delaware Court of Chancery noted that “if boards of directors and stockholders believe that a particular forum would prove an efficient and value promoting locus for dispute resolution, then corporations are free to respond with charter provisions selecting an exclusive… Continue Reading

Nasdaq annual listing fees are going up, up (but not away)

Posted in Announcements

In late August, Nasdaq announced changes to their annual listing fees.  Generally, the fees will increase effective January 1, 2015, but Nasdaq is also adopting an all-inclusive annual fee and eliminating its quarterly fees.  The new annual fee will now include fees related to listing additional shares, record-keeping changes, and substitution listing events.  The all-inclusive… Continue Reading

Trying to save its own neck? ISS works to assure “data integrity”

Posted in Corporate Governance

On Thursday, Institutional Shareholder Services Inc. (ISS) announced the launch of a new data verification portal to be used for equity-based compensation plans that U.S. companies submit for approval by their shareholders.  This is a welcome change to ISS policy; although call me a cynic, but I believe this new policy has more to do… Continue Reading

Congress to the rescue?: Congressman hints at legislation to rein in proxy advisory firms

Posted in Corporate Governance

Who says Congress isn’t popular?  Well, Congress may become much more popular with public company executives if Congressman Patrick McHenry (R-NC) can make good on his recent promise to challenge the power of proxy advisory firms if the SEC doesn’t act.  In a recent keynote speech at an American Enterprise Institute conference on the role… Continue Reading

Don’t cross the border!: Intrastate offering exemption still not useful despite new interpretations

Posted in Capital Raising

Last week, the SEC issued three new interpretations related to the so-called “intrastate offering exemption,” which is a registration exemption that facilitates the financing of local business operations.  An intrastate offering is exempt because it does not involve interstate commerce, and is therefore, outside the scope of the Securities Act. We have received a few… Continue Reading

Don't cross the border!: Intrastate offering exemption still not useful despite new interpretations

Posted in Capital Raising

Last week, the SEC issued three new interpretations related to the so-called “intrastate offering exemption,” which is a registration exemption that facilitates the financing of local business operations.  An intrastate offering is exempt because it does not involve interstate commerce, and is therefore, outside the scope of the Securities Act. We have received a few… Continue Reading

Proposed relief for companies going public is insufficient

Posted in IPOs

In recent weeks, a bill has been reported out of the House Committee on Financial Services promising relief to companies going public.  While I applaud their intentions, this bill will not have much impact, and if anything, is a solution to problems that don’t exist. On March 14, 2014, the House Committee approved 56-0, a… Continue Reading

SEC provides guidance for new Rule 506 offerings

Posted in Capital Raising

As more and more companies take advantage of the SEC’s recent rule change allowing general solicitation and advertising in private offerings, lots of interpretative questions on how to apply the new rules have arisen.  Over the course of the last couple of months, the Staff at the SEC has provided some guidance on some of… Continue Reading

Nasdaq reverses course on compensation committee independence

Posted in Corporate Governance

Apparently, corporate governance cannot be dictated by the stock exchanges.  As we had blogged about last year, Section 952 of Dodd-Frank required each national securities exchange to review its independence standards for directors who serve on an issuer’s compensation committee.  Each national securities exchange had to ensure that its independence definition considered relevant factors such… Continue Reading

Do forum selection clauses in bylaws make sense for companies not incorporated in Delaware?

Posted in Securities Litigation

More and more plaintiff lawyers are suing issuers outside of an issuer’s state of incorporation, which requires issuers to defend substantially identical claims in multiple forums at added expense with little to no benefit to the shareholders.  While plaintiff lawyers enjoy this lucrative source of revenue, the increasing amount of time and money expended on… Continue Reading

Proposed changes to Regulation D: Are these really so bad?

Posted in Capital Raising

On the same day that the SEC proposed rules that may make capital raising easier for companies by repealing the ban on general solicitation for private offerings, the SEC also proposed rules that may make it much more difficult to raise capital.  Why would they do this?  The repeal on the ban on general solicitation… Continue Reading

Effect of government shutdown on SEC

Posted in Announcements

While the U.S. government over the past few years seems to be in a constant state of imminent closure, it finally has happened.  What does this mean to issuers?  At the moment, as Broc Romanek blogged about today, it will be business as usual (at least for the SEC).  For the next few weeks, the… Continue Reading

PCAOB proposal piling on more costs for public companies (again)

Posted in Accounting

The PCAOB’s recently proposed auditing standards aim to “provide investors and other financial statement users with potentially valuable information that investors have expressed interest in receiving but have not had access to in the past” by changing the standard auditor’s report and increasing the auditor’s responsibilities.  Sounds like a lofty goal, except that the information… Continue Reading

Avoiding five potential traps in “new” Rule 506 offerings

Posted in Capital Raising

As we previously blogged about, the SEC finally adopted final rules to remove the ban on general solicitation and advertising in Rule 506 offerings.  The removal of the ban is a huge change in the way private offerings may be conducted and welcome relief to the thousands of issuers each year who have tapped out… Continue Reading

Please consider nominating The Securities Edge for the 7th Annual Blawg 100

Posted in Announcements

Dear Readers, The ABA Journal is soliciting nominations for law blogs to include in their 7th Annual Blawg 100.   Essentially, the American Bar Association puts together a list each year to honor the legal blogs that have the most impact.  If you like what you read on our blog, we are asking you to consider… Continue Reading

Time to throw XBRL in the trash bin?

Posted in Disclosure Guidance

It has been four years since XBRL became a four letter word to issuers and nearly eight years since the SEC introduced the concept to issuers, yet XBRL hasn’t fulfilled the SEC’s prediction of XBRL increasing the “speed, accuracy and usability of financial disclosure.”  Largely, the reason for the failed prediction is that many potential… 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

Executive compensation disclosure is too great a burden for issuers

Posted in Compensation

Although you may have missed the fireworks and the parade, we celebrated the one year anniversary of the JOBS Act on April 5th.  Of course you wouldn’t have been alone if you missed the big celebration because, unfortunately, despite the initial hype surrounding the JOBS Act, not much has happened.  The media has chastised the… Continue Reading

Securities Law 101 (Part IV): Paying employees with stock – Don't get tripped up!

Posted in Compensation

This is the fourth 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

Securities Law 101 (Part IV): Paying employees with stock – Don’t get tripped up!

Posted in Compensation

This is the fourth 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 curtails JOBS Act broker registration exemption in recent FAQs

Posted in Capital Raising

I understand that the SEC needs to balance having efficient markets and facilitating capital formation with the protection of investors, but sometimes erecting roadblocks with the intent of protecting investors is merely regulation for regulation’s sake.  On February 5, 2013, the Staff of the Division of Trading and Markets of the SEC provided guidance on… 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

Update on the JOBS Act: Where are we now?

Posted in Capital Raising

After a flurry of news articles when the JOBS Act became law in April, the news cycle has been non-stop election coverage.  While we all look forward to the end of the political advertisements (especially us Floridians), I wanted to take a moment to bring you up to date on the JOBS Act.  So, where… Continue Reading