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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: Technology

Alibaba’s record IPO – How will it affect U.S. technology companies?

Posted in Capital Raising

On September 19, Chinese e-commerce giant Alibaba completed the initial public offering of its stock. The underwriters for the offering subsequently exercised their option to buy additional shares, making this the largest IPO in history at $25 billion. The stock’s price immediately jumped by a huge amount, finishing its first day of trading at $93.89,… 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

Hurricanes, flash freezes and other disasters – plan and disclose accordingly or you may be hearing from the SEC

Posted in Disclosure Guidance

Almost 10 months since Superstorm Sandy caused widespread destruction to the northeastern U.S., an area not known for frequent hurricane activity, the people and businesses affected have still not fully recovered. As we now reenter the peak of hurricane season, businesses along the eastern seaboard are probably taking a closer look now than in years… 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

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

Video Interview: Discussing the Facebook-Instagram Deal’s Fairness Review with LXBN TV

Posted in Mergers and Acquisitions, Technology Company Issues

Following up on my post on the subject, I had the opportunity to speak with Colin O’Keefe of LXBN regarding the Facebook/Instagram deal.  In the brief interview, I explain how things have changed since Facebook’s IPO and what, if anything, that meant for the deal’s fairness review with the California Department of Corporations.

Is Facebook’s acquisition of Instagram fair to Instagram shareholders?

Posted in Mergers and Acquisitions, Technology Company Issues

We previously blogged about the potential liability for Facebook, Inc. directors if the company paid too much for the social media start-up company Instagram. Recall that in April, Facebook agreed to acquire Instagram for, at the time, approximately $1 billion with the consideration payable 30% in cash and 70% in Facebook common stock (now, due… 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

Could directors be personally liable if Facebook paid too much for Instagram?

Posted in Corporate Governance

It is a basic tenant of corporate law that directors of a corporation are not liable for business decisions as long as the directors acted with a reasonable level of care in making these decisions. This is referred to as “the business judgment rule.” Because directors are not guarantors of corporate success, the business judgment… Continue Reading

Missed in Facebook IPO frenzy: they had to go public. Here are 6 ways private companies can remain private

Posted in IPOs

As reported in the Wall Street Journal, Facebook, Inc. filed a registration statement with the SEC late Wednesday to register to go public.  This continues the recent trend of established technology companies going public since the beginning of last year.  Whether the stock price ultimately supports its expected lofty valuation remains to be seen. While… Continue Reading

Positive Events in Small Company Capital Raising Arena

Posted in Capital Raising, Technology Company Issues

The economic events of recent years have hit small companies particularly hard. While virtually everyone has suffered, small companies endured a double hit as they experienced substantial challenges to sales and profitability as well as a widespread inability to raise capital. This inability to raise capital was made worse by these economic events, but the… Continue Reading