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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: Robert C. White

Regulation A+: Last gasp of the JOBS Act

Posted in Capital Raising

The Jumpstart Our Business Startups (JOBS) Act was enacted on April 5, 2012 with much fanfare and high expectations. The JOBS Act was designed, in part, to help “Emerging Growth Companies” (annual revenues less than $1 billion) gain greater access to growth capital while reducing regulatory restrictions, compliance requirements, and costs. The JOBS Act was… Continue Reading

Stock exchanges compete for technology company IPO listings – Twitter chooses NYSE, but who’s really winning?

Posted in IPOs

These are interesting times for technology companies that are contemplating initial public offerings. For companies of sufficient size, the exchange for the listing of their securities generally comes down to the New York Stock Exchange and the Nasdaq Stock Market. The NYSE has historical prestige and a long track record, while the Nasdaq has cultivated… Continue Reading

Twitter announces its IPO in a tweet

Posted in IPOs

The next big tech IPO is in the works. Twitter, the hugely popular short message social media site, announced last week that it has filed a Form S-1 registration statement with the SEC in connection with the company’s proposed initial public offering. This IPO has been rumored and anticipated for some time, and it will… Continue Reading

Bitcoins as securities?: Tough times for virtual currencies in the real world

Posted in Securities Litigation

Things are quickly getting real in the virtual currency world. Virtual currency providers have endured a series of recent shutdowns, prosecutions, restrictions, court decisions and investigations ranging from a ban on Bitcoin use by the Thai government to an investigation by the New York Department of Financial Services which in a memorandum called  the virtual… Continue Reading

By removing ban on general solicitation SEC finally moves the JOBS Act forward

Posted in Capital Raising

The SEC issued Final Rules last week that effectively eliminate the ban on the use of general solicitation and general advertising in connection with certain securities offerings performed under Rule 506 of Regulation D. This is a major shift that will allow issuers to use general solicitation and advertising to promote certain private securities offerings…. Continue Reading

The SEC gets tough – Nasdaq to pay record $10 million fine to settle Facebook IPO allegations

Posted in IPOs

May 29, 2013 was a bad day at the office for The Nasdaq Stock Market, LLC as it agreed to pay a $10 million fine to settle allegations arising from the troubled May 18, 2012 Facebook IPO. This payment was announced by the SEC in a press release which was highly critical of Nasdaq management… 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

SEC relaxes restrictions on social media postings (but Regulation FD still applies)

Posted in Disclosure Guidance

The SEC tiptoed into the twenty-first century as the agency validated the use of social media sites in certain situations for disclosure of information by publicly traded companies. This social media disclosure is subject to some constraints, but it is a positive move for public companies, shareholders and potential investors who are social media users. … Continue Reading

Potential good news for growth companies: Nasdaq to set up new private market for unlisted stocks

Posted in Capital Raising, Technology Company Issues

Nasdaq OMX Group, Inc. announced today that it will enter into a joint venture with SharesPost, Inc. to form a marketplace for the trading of shares of unlisted companies. This is an interesting and cutting edge move that solves some problems for both Nasdaq and SharesPost. This new marketplace should be very positive for rapidly… Continue Reading

Cybersecurity legislation continues to move forward

Posted in Disclosure Guidance

Senator Jay Rockefeller (D., West Virginia), the most vocal proponent of cybersecurity legislation, has renewed his focus on cybersecurity legislation. He has sponsored previous cybersecurity-related legislation, but has been unable to implement any meaningful legislation in this area. His prior sponsorship of the proposed Cybersecurity Act of 2012 initially seemed to draw support in the… 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

Video Interview: Discussing the Regulation FD concern with Netflix over Facebook post on LXBN TV

Posted in Disclosure Guidance, Technology Company Issues

Following up on my post on the subject, I had the chance to speak with Colin O’Keefe of LXBN regarding the SEC sending a Wells notice to Netflix and its CEO over a Facebook post the latter made. In the interview, I explain what happened, why the SEC is displeased and why it needs to… Continue Reading

Netflix CEO’s Facebook post leads to possible Regulation FD action by SEC – Time for some changes

Posted in Disclosure Guidance, Technology Company Issues

The use of social media as a public company information channel encountered a roadblock on December 5, 2012 as Netflix, Inc. and its CEO, Reed Hastings, both received Wells notices from the SEC regarding a prior Facebook post that Mr. Hastings had made. A Wells notice is a notification from the SEC that it intends… Continue Reading

Careful with that tweet! Social media considerations for public companies

Posted in Disclosure Guidance, Technology Company Issues

Social media use has experienced a meteoric rise. According to Tweetsmarter (a social media blog), the top five social media sites (Facebook, Twitter, LinkedIn, Google+ and Pinterest) have 1.8 billion users. Many companies have also embraced social media use as a cheap and efficient channel for the dissemination of information. Good examples here include Best… Continue Reading

Cybersecurity issues continue to draw attention

Posted in Disclosure Guidance, Technology Company Issues

Cybersecurity issues continue to be a hot topic for companies. As discussed in my prior blog posts, “Get ready for increased cybersecurity disclosure requirements” and “SEC pushes for disclosure of hacking incidents”, the SEC continues to focus on cybersecurity and data breach items and has now begun to encourage public companies to disclose them, even… Continue Reading

SEC pushes for disclosure of hacking incidents

Posted in Disclosure Guidance, Technology Company Issues

A number of well-known companies, including Zappos.com, Google, Quest Diagnostics, Eastman Chemcial and AIG, have recently experienced actual or potential intrusions into their computer systems and related confidential data. Some of these incidents have been active criminal attacks by sophisticated hackers, while others have resulted from situations such as lost or stolen laptops. The frequency… Continue Reading

Significant stock price questions loom as Facebook lockup restrictions begin to lapse

Posted in IPOs, Technology Company Issues

More interesting times have arrived for holders of Facebook stock. The stock, which has been brutally beaten down from its IPO price, faces new challenges as the “lockup” restrictions (which have been in place since the IPO) began to expire on August 16. This means that a significant number of Facebook shareholders are now able… Continue Reading

Get ready for increased cybersecurity disclosure requirements

Posted in Disclosure Guidance, Technology Company Issues

New mandated cybersecurity disclosure requirements appear to be imminent. Cybersecurity has become a critical issue for most companies, and almost all companies today face cybersecurity risks due to the substantial increases in the volume of data and information stored online, the rise of multiple platforms for accessing data and the sophistication of criminal hackers. Cyber… Continue Reading

That sounds risky: New generation of risk factors for technology companies

Posted in Disclosure Guidance, Technology Company Issues

The “Risk Factors” section of any disclosure document is vital to the protection of the issuer. Generations of securities lawyers and accountants have worked into the night to develop lists of risks that would make any sane potential investor run away screaming. Most of us have seen innumerable examples of conventional risk factors like competition,… Continue Reading

The Facebook IPO – From Sure Thing to Big Mess

Posted in IPOs, Technology Company Issues

Facebook’s IPO seemed like a sure thing only a short time ago. This iconic leader in the technology space led by a charismatic CEO seemed destined to have a blockbuster IPO. The IPO encountered a number of substantial problems and challenges, however, and the stock’s post-IPO performance has been far less than stellar, with none… Continue Reading

Groupon has accounting problems (again)

Posted in Corporate Governance, Technology Company Issues

One of the most well-known and popular Internet companies, Groupon, Inc., has again encountered significant accounting problems. These problems appear to be potentially severe. This situation is very negative for Groupon, but it also has troubling ramifications for the entire technology industry and especially for technology companies that have recently gone public. There is also… Continue Reading

SEC’s No-Action Letter is good news for pre-IPO companies

Posted in IPOs, Technology Company Issues

On February 13, 2012, the Securities and Exchange Commission issued a No-Action Letter to the Fenwick & West LLP law firm. This No-Action Letter is good news for private companies that are approaching the statutory 500 shareholder limit (which would generally require them to register as public reporting companies under Section 12(g) of the Securities… Continue Reading

New Cybersecurity Disclosure Obligations for SEC Filings

Posted in Disclosure Guidance, Technology Company Issues

Risks of Cyber Attacks If you are an executive for a public company, new SEC guidance requires you to consider cybersecurity in your ongoing periodic reports.  As evidenced by the barrage of news reports over the past couple of years, cyber incidents have become very significant events for all types of companies.  A recent example… Continue Reading

Technology IPOs – Where Do We Go From Here?

Posted in IPOs, Technology Company Issues

Some of the best known names in technology were able to conduct initial public offerings during 2011. These included technology companies like LinkedIn, Pandora, Groupon, Zillow, Demand Media and others. This will likely continue tomorrow as one of the most highly anticipated technology company offerings of the year (Zynga, a developer of online games for… Continue Reading