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
Tag Archives: Gregory K. Bader
Dell shines a light on the risks of going private
Posted in Mergers and AcquisitionsSo you are set on taking your company private. Well, before you put your plans in motion, there are a lot of risks and potential consequences to consider along with the benefits. At the moment, no one knows this better than Michael Dell, CEO of Dell Inc. Back in February 2013, Mr. Dell and his… Continue Reading
Separating the positions of CEO and Chairman: The debate rages on
Posted in Corporate GovernanceAre the CEO and the Chairman of the Board the same executive at your company? While there can be very good reasons to have these positions held by the same person, the separation of these posts continues to be a hotly debated topic. Since the early 1980s, much attention has been paid to corporate boards… Continue Reading
Securities Law 101 (Part III): Watch your mouth! Regulation FD’s impact on (selective) disclosure
Posted in Disclosure GuidanceThis 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
Has stock returned as the currency of choice in mergers and acquisitions?
Posted in Mergers and AcquisitionsCash may be king, but the use of stock to buy a target company can be very advantageous. The practice of using stock to purchase a target company never really went away, but it did become less desirable to target company shareholders during the recent economic downturn. With stock values dropping and access to credit… Continue Reading
Regulation A+: Raise the capital you need without the hassle or expense
Posted in Capital RaisingRegulation A+, one of the most overlooked provisions of the JOBS Act, promises to be the best new way for private companies to raise money without the headaches of going public or the restrictions of private offerings. As part of the JOBS Act, the SEC was tasked with creating a new offering exemption that has… Continue Reading
Securities Law 101 (Part II): Avoiding the pitfalls in a private placement
Posted in Capital Raising, Financial InstitutionsThis is the second part of our Securities Law 101 series. Because capital raising is such a critical function for emerging start-up 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
Banks going dark under the new JOBS Act may have to wait
Posted in Financial InstitutionsJust when it appeared that small banks and their holding companies could simply go private or “go dark” under the new rules in the Jumpstart Our Business Startups (JOBS) Act, legacy rules are significantly slowing the process for some. Under the JOBS Act, banks and bank holding companies may now go dark if they have… Continue Reading
SEC grants accelerated approval of new FINRA private placement rules
Posted in Capital Raising, Financial InstitutionsBowing to industry pressure, FINRA has adopted vastly scaled back private placement requirements under FINRA Rule 5123. Originally proposed in October 2011, the proposed rule was highly controversial because it significantly infringed on the capital raising process. In particular, the originally proposed rules would require each offering to have an offering document, which must include… Continue Reading
The race is on: JOBS Act allows smaller banks, companies to go private
Posted in Financial InstitutionsWith 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
New MD&A guidance for smaller financial institutions
Posted in Disclosure Guidance, Financial InstitutionsThe SEC Division of Corporate Finance recently issued guidance to smaller financial institutions concerning Management’s Discussion and Analysis and accounting policy disclosures. The guidance can be found in CF Disclosure Guidance: Topic No. 5, dated April 20, 2012 and amounts to rules to follow for future filings that should not be ignored. The Division focused… Continue Reading
S.E.C. Takes a Harder Line on Admissions of Guilt
Posted in SEC EnforcementEarlier this month, the S.E.C. changed its long standing practice of allowing defendants of securities violations to “neither admit nor deny” criminal wrongdoing. This change is effectively the S.E.C.’s response to critics that say that the agency should not let criminal defendants simply pay a fine and avoid an admission of guilty. The new policy… Continue Reading
House Votes to Make Capital Raising Easier
Posted in Capital RaisingIf the U.S. House of Representatives has its way, big changes are on the horizon for private offerings. In an effort to enhance the ability of small businesses to raise capital, the House has now passed four bills that reduce some of the restrictions. The bills are as follows: 1) Entrepreneurial Access to Capital Act… Continue Reading
Want to Sign Up for Regulation by the Federal Reserve?
Posted in Financial InstitutionsConsidering the time and expense it takes to comply with many of the Federal Reserve rules, it seems odd that any company would volunteer to be regulated. But some want to sign up. In particular, some foreign companies that own a securities broker or dealer are required to register in the U.S. to do business… Continue Reading