2015 SEC Reporting Rules Guidebooks are in: Forms 10-K, 10-K, 8-K, SD and Proxy Statements

We are pleased to provide you with our annual updated editions of the SEC Reporting Rules for Forms 10-K, 10-Q, 8-K, SD and SEC Reporting Rules for Proxy Statements.

2015_books

 

These publications are an excellent reference source for legal and accounting professionals and corporate executives.

  • FREE
  • 680 pages
  • Up-to-date for 2015 including in-depth information on Form SD
  • Detailed table-of-contents for quick reference

In addition to outlining the applicable laws, regulations and rules, these guidebooks seek to provide practical guidance reflecting, among other things, interpretive guidance issued by the Securities and Exchange Commission, general industry practice and the authors’ experience. In addition, we eliminate many cumbersome citations and provide “plain English” rule references.

CLICK HERE: These are printed guidebooks. There are no fees to receive these resources. Please expect a call to confirm your shipping address.  

Thank you and have a nice weekend.

Board Directors now discussing more pro - than con - of social media

This morning’s Vintage-moderated social media discussion at the NYSE Governance Boardroom Summit brought together a room full of general counsel and directors from a wide variety of publicly-listed companies. The discussion was “Social Media: Communications, Compliance or Just Plain Circumspect.”

The conversation began with some basic social media vocabulary (what is a cashtag) but quickly evolved to discussions of policies and risk.

Vintage and PR Newswire partner with the NYSE at all governance summits and with products for their issuers.

Vintage and PR Newswire partner with the NYSE at all governance summits and with investor relations products for their issuers.

The most interesting, if anecdotal, observation is that most directors now understand the potential of social media – not just the risk. Additionally, similar to fall session, the risk is National Labor Relations Board (NLRB) based, not RegFD. Also, in light of the constant influx of social media products (Snapchat, Yik Yak, etc.), there has been a sense of leveling / stabilization of the main channels used by companies.

Bits and bytes:

  • Forget about “control.” Conferring to the National Labor Relations Board (NLRB), employers’ attempts to control or limit what employees post on social media websites and their personal accounts often violate the employees’ rights to engage in protected activity. Focus on “communications” instead.

Apart from legal guidance, employees need to have transparency intothe company’s goal on why and how social media is being used to promote the business’ goals. Employees need to understand why the policy exists so they treat it with respect and understand the company’s strategy. Also, get them involved…explain how EVERYONE can work to extend the company’s message.

To that, a social media policy needs to outline the company’s social media strategy. At times this means encouraging employees to “retweet” and share the brand’s outreach – other times it emphasizes the negative consequences to the employee of rogue social media posts.

  • Limit official social media policy to communications about company products or services and anti-harassment guidelines. Clarify any discipline.
  • Explain RegD and how the disclosure of confidential, nonpublic information could affect the company’s stock price and investor behavior.
  • Indicate restrictions on the unauthorized use of corporate logos, trademarks and copyrighted material in social media posts.
  • Provide examples of best practices for social media communications. Provide examples of improper social media communications.

The five take-aways where:

  1. Ask to see your companies’ social media policy – like the NLRB example below.
  2. Learn more about social media monitoring. Most all in the room did not realize that there were “single portal tools” like our Agility product (sales pitch) that can parse the web (clear out the noise) for relevant social media content about their companies.
  3. The simple equity monitoring exercise of a cashtag search. NO ONE knew of this.
  4. Meet with General Counsel. Learn what their view on social media is – what tone have they set and if they are unnecessarily hindering communication.
  5. Discover if investor relations have established a presence – especially for crisis communications. Social media accelerates everything.

Lastly, none of the board members in the audience felt it was their role to “tweet.”

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SAMPLE SOCIAL MEDIA POLICY

At [COMPANY], we understand that social media can be a fun and rewarding way to share your life and opinions with family, friends and co-workers around the world. However, use of social media also presents certain risks and carries with it certain responsibilities. To assist you in making responsible decisions about your use of social media, we have established these guidelines for appropriate use of social media.

This policy applies to all associates who work for [COMPANY], or one of its subsidiary companies in the United States [COMPANY].  Managers and supervisors should use the supplemental Social Media Management Guidelines for additional guidance in administering the policy.

Guidelines

In the rapidly expanding world of electronic communication, social media can mean many things.  Social media includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone else’s web log or blog, journal or diary, personal web site, social networking or affinity web site, web bulletin board or a chat room, whether or not associated or affiliated with [COMPANY], as well as any other form of electronic communication.  The same principles and guidelines found in [COMPANY] policies and three basic beliefs apply to your activities online. Ultimately, you are solely responsible for what you post online. Before creating online content, consider some of the risks and rewards that are involved. Keep in mind that any of your conduct that adversely affects your job performance, the performance of fellow associates or otherwise adversely affects members, customers, suppliers, people who work on behalf of [COMPANY] or [COMPANY’s] legitimate business interests may result in disciplinary action up to and including termination.

Know and follow the rules

Carefully read these guidelines, the [COMPANY] Statement of Ethics Policy, the [COMPANY] Information Policy and the Discrimination & Harassment Prevention Policy, and ensure your postings are consistent with these policies. Inappropriate postings that may include discriminatory remarks, harassment, and threats of violence or similar inappropriate or unlawful conduct will not be tolerated and may subject you to disciplinary action up to and including termination.

Be respectful

Always be fair and courteous to fellow associates, customers, members, suppliers or people who work on behalf of [COMPANY]. Also, keep in mind that you are more likely to resolved work-related complaints by speaking directly with your co-workers or by utilizing our Open Door Policy than by posting complaints to a social media outlet. Nevertheless, if you decide to post complaints or criticism, avoid using statements, photographs, video or audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, that disparage customers, members, associates or suppliers, or that might constitute harassment or bullying. Examples of such conduct might include offensive posts meant to intentionally harm someone’s reputation or posts that could contribute to a hostile work environment on the basis of race, sex, disability, religion or any other status protected by law or company policy.

Be honest and accurate

Make sure you are always honest and accurate when posting information or news, and if you make a mistake, correct it quickly. Be open about any previous posts you have altered.  Remember that the Internet archives almost everything; therefore, even deleted postings can be searched. Never post any information or rumors that you know to be false about [COMPANY], fellow associates, members, customers, suppliers, people working on behalf of [COMPANY] or competitors.

Post only appropriate and respectful content

Maintain the confidentiality of [COMPANY] trade secrets and private or confidential information. Trades secrets may include information regarding the development of systems, processes, products, know-how and technology. Do not post internal reports, policies, procedures or other internal business-related confidential communications.

Respect financial disclosure laws. It is illegal to communicate or give a “tip” on inside information to others so that they may buy or sell stocks or securities. Such online conduct may also violate the Insider Trading Policy.

Do not create a link from your blog, website or other social networking site to a [COMPANY] website without identifying yourself as a [COMPANY] associate.

Express only your personal opinions. Never represent yourself as a spokesperson for [COMPANY]. If [COMPANY] is a subject of the content you are creating, be clear and open about the fact that you are an associate and make it clear that your views do not represent those of [Employer], fellow associates, members, customers, suppliers or people working on behalf of [COMPANY]. If you do publish a blog or post online related to the work you do or subjects associated with [COMPANY], make it clear that you are not speaking on behalf of [COMPANY]. It is best to include a disclaimer such as “The postings on this site are my own and do not necessarily reflect the views of [COMPANY].”

Using social media at work

Refrain from using social media while on work time or on equipment we provide, unless it is work-related as authorized by your manager or consistent with the Company Equipment Policy.  Do not use [COMPANY] email addresses to register on social networks, blogs or other online tools utilized for personal use.

Retaliation is prohibited

[COMPANY] prohibits taking negative action against any associate for reporting a possible deviation from this policy or for cooperating in an investigation. Any associate who retaliates against another associate for reporting a possible deviation from this policy or for cooperating in an investigation will be subject to disciplinary action, up to and including termination.

Media contacts

Associates should not speak to the media on [COMPANY’S] behalf without contacting the Corporate Affairs Department. All media inquiries should be directed to them.

For more information

If you have questions or need further guidance, please contact your HR representative.

Mark Cuban calls Twitter the new PR Newswire – now that’s a shark (sound) byte!

It’s always rewarding when a major influencer mentions your brand to millions of people – and that’s exactly what happened this weekend when notable “shark” Mark Cuban was interviewed on CNBC.

Apples&Oranges

 

Speaking about Twitter, Cuban said that…

“…it’s become the new PR Newswire, where it’s more bullhorn than social network…” “that bullhorn is very valuable…” “the best search engine, bar none, to get current information.”

He’s right about identifying PR Newswire as the de rigueur brand (yay!) for material news and content distribution for companies, but his Twitter’s “become the new PR Newswire” simile is rather apples and oranges. Fortunately, these two fruits are not mutually exclusive of one another: you can – and should – enjoy both.

What this means investor relations:

IR’s take-away from Cuban’s comment is his description that Twitter is more bullhorn than social network.” This follows exactly the counsel we continually give shareholder communicators.

Three links for IR practitioners:

Download the the whitepaper above. It offers a clean “how-to” get started without risk or burden.

Have a great day.

Simplified Document Management a Necessity for the Complexities of M&A Transactions

Easy-to-use Virtual Data Room allows counsel, company executives and potential stakeholders to focus on the deal, not struggle with clumsy software  

NEW YORK, February 24, 2015 /PRNewswire/ Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to announce their 2015 partnership with EthosData – a Copal Amba Company and subsidiary of Moody’s. The partnership solidifies Vintage as the North American Sales and Subject Matter Expert on Virtual Data Rooms for EthosData.

Click here to watch the complete 2-minute demonstration.

EthosData is a leading global provider of Virtual Data Rooms (VDR) and Acquisition International’s 2014 Data Room Provider of the Year in Asia Pacific region, 2014 Virtual Data Room Provider of the Year in Spain and 2014 Winner of the Sustained Excellence Award in Data Room Services in the United Kingdom.

“The client service culture at Vintage is perfectly aligned with ours and we have found customer support to be a key element to assure the success of our clients’ transactions within a VDR,” said Francisco Lorca, founder and CEO of EthosData. “I am continually impressed by Vintage’s expertise regarding capital markets transactions and their ever-increasing position within the North American dealflow industry.”

vdr_LOGO_300The product landscape for data rooms is both deep and wide, with solutions ranging from simple drag-and-drop cloud boxes to extremely complex – and expensive – data sites. The Vintage Data Room, powered by EthosData, fits directly in the middle and delivers the functionality, confidentiality and transparent fee structure most companies require.

“EthosData worked with us to create a solution that matches Vintage’s promise of bringing intelligent value to our clients,” said Liam Power, President of Vintage.

“We’re finding that, beyond their IPO, companies continue using their data room for organization-wide document management of other confidential materials including research, contracts and certainly in preparation for secondary offerings or possible M&A. It’s a very powerful and flexible 365 solution,” concluded Power.

The Vintage Data Room, powered by EthosData, is available now.  Request information and a live demonstration here.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

About EthosData

EthosData is a leading global provider of Virtual Data Rooms managed and owned by M&A and corporate experts with executive experience at McKinsey & Co., GE Capital, Credit Suisse and First Data. EthosData is partly owned by the Copal Amba Group with over 2,000 professionals and with Moody’s as its majority shareholder. With offices in the main financial hubs in Asia, Europe and the Americas, EthosData is uniquely positioned to serve their clients globally. For more information, please go to http://www.ethosdata.com. 

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage Filings
+1 201.942.7157

bradley.smith@prnewswire.com

IPOs and Transactions: February 16 – 20 ~ w/ LinkedIn invite

There were 30 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Rock Creek Pharmaceuticals Inc. w/ Foley & Lardner LLP, Macquarie Infrastructure Co Inc. w/ White & Case LLP and American Realty Capital NYC REIT II w/ Foley & Lardner LLP and Proskauer Rose LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value for 2015.

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Registrant Symbol Form Exchange Law firm / Advisor
ALLSTATE LIFE INSURANCE CO ~ S-3 ~ Allstate Life Insurance Company
APPLIED MINERALS, INC. AMNL S-1 ~ Applied Minerals, Inc.
ARCADIA BIOSCIENCES, INC. ~ S-1 ~ Arcadia Biosciences, Inc.
BRILLIANT ACQUISITION,INC. ~ 10-12G ~ Brilliant Acquisition, Inc.
GAIA, INC. ~ 10-12B ~ Brownstein Hyatt Farber Schreck, LLP
ARCADIA BIOSCIENCES, INC. ~ S-1 ~ Cooley LLP
EASIC CORP ~ S-1 ~ Cooley LLP
MAJESCO ~ S-4 ~ Cover-All Technologies Inc.
ULTRA CLEAN HOLDINGS, INC. UCTT S-3 Nasdaq Davis Polk & Wardwell LLP
CRESCENT CAPITAL BDC, INC. ~ 10-12G ~ Dechert LLP
TRILOMA EIG GLOBAL ENERGY FUND, LLC ~ N-2 ~ Dechert LLP
TRILOMA EIG TRUST ~ N-2 ~ Dechert LLP
CONTEXT FUNDAMENTAL VALUE LONG/SHORT FUND ~ N-2 ~ Drinker Biddle & Reath, LLP
EASIC CORP ~ S-1 ~ eASIC Corporation
TRILOMA EIG GLOBAL ENERGY FUND, LLC ~ N-2 ~ EIG Global Energy Partners, LLC
TRILOMA EIG TRUST ~ N-2 ~ EIG Global Energy Partners, LLC
ROCK CREEK PHARMACEUTICALS, INC. RCPI S-3 Nasdaq Foley & Lardner LLP
SOLAREDGE TECHNOLOGIES INC ~ S-1 Nasdaq Gibson, Dunn & Crutcher LLP
PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACC ~ S-1 ~ Goodwin Procter LLP
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT ~ S-1 ~ Goodwin Procter LLP
COLLABRX, INC. CLRX S-1 Nasdaq Goodwin Procter LLP
JERNIGAN CAPITAL, INC. ~ S-11 ~ Greenberg Traurig, LLP
HERZFELD CARIBBEAN BASIN FUND INC CUBA N-2 Nasdaq Herzfeld Caribbean Basin Fund, Inc.
CELLECTIS S.A. ~ F-1 ~ Jones Day
PHILADELPHIA ENERGY SOLUTIONS INC. ~ S-1 ~ Latham & Watkins LLP
CELLECTIS S.A. ~ F-1 ~ Latham & Watkins LLP
STAMPS.COM INC STMP S-3 Nasdaq Manatt, Phelps & Phillips, LLP
LAWSON PRODUCTS INC/NEW/DE/ LAWS S-3 Nasdaq McDermott Will & Emery LLP
PIERIS PHARMACEUTICALS, INC. PIRS S-1 OTC Markets Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
JERNIGAN CAPITAL, INC. ~ S-11 ~ Morrison & Foerster LLP
GLOBAL TECHNOLOGIES CORP ~ S-1 ~ Office of Richard Rubin
SOLAREDGE TECHNOLOGIES INC ~ S-1 Nasdaq O’Melveny & Myers LLP
OPULENT ACQUISITION, INC. ~ 10-12G ~ Opulent Acquisition, Inc.
ARCADIA BIOSCIENCES, INC. ~ S-1 ~ Orrick, Herrington & Sutcliffe LLP
MAJESCO ~ S-4 ~ Pepper Hamilton LLP
HERZFELD CARIBBEAN BASIN FUND INC CUBA N-2 Nasdaq Pepper Hamilton LLP
EASIC CORP ~ S-1 ~ Pillsbury Winthrop Shaw Pittman LLP
AMERICAN REALTY CAPITAL NEW YORK CITY REIT II, INC. ~ S-11 ~ Proskauer Rose LLP
AMERICAN REALTY CAPITAL NEW YORK CITY REIT II, INC. ~ S-11 ~ RCS Capital
CATALENT, INC. CTLT S-1 NYSE Shearman & Sterling L.L.P.
COLLABRX, INC. CLRX S-1 Nasdaq Sichenzia Ross Friedman Ference LLP
DAIMLER TRUST LEASING LLC ~ S-3 ~ Sidley Austin LLP
MAJESCO ~ S-4 ~ Sills Cummis & Gross P.C.
CATALENT, INC. CTLT S-1 NYSE Simpson Thacher & Bartlett LLP
SOLAREDGE TECHNOLOGIES INC ~ S-1 Nasdaq SolarEdge Technologies, Inc.
STAMPS.COM INC STMP S-3 Nasdaq Stamps.com Inc.
GLOBAL TECHNOLOGIES CORP ~ S-1 ~ Thomas J. Craft, Jr., Esq.
TRILOMA EIG GLOBAL ENERGY FUND, LLC ~ N-2 ~ Triloma Financial Group, LLC
TRILOMA EIG TRUST ~ N-2 ~ Triloma Financial Group, LLC
PHILADELPHIA ENERGY SOLUTIONS INC. ~ S-1 ~ Vinson & Elkins L.L.P.
MACQUARIE INFRASTRUCTURE CO LLC MIC S-4 NYSE White & Case LLP

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week.

IPO Underwriters of the Week: February 16 – 20 (plus LinkedIn invite)

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
ALLSTATE LIFE INSURANCE CO S-3 Allstate Distributors, L.L.C. ~ ~
ARCADIA BIOSCIENCES, INC. S-1 Credit Suisse Securities LLC J.P. Morgan Securities LLC Piper Jaffray & Co.
SOLAREDGE TECHNOLOGIES INC S-1 Goldman, Sachs & Co. Deutsche Bank Securities Inc. Needham & Company, LLC / Canaccord Genuity Inc. / Roth Capital Partners LLC
PHILADELPHIA ENERGY SOLUTIONS INC. S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Credit Suisse Securities LLC ~
CELLECTIS S.A. F-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Jefferies LLC Piper Jaffray & Co. / Oppenheimer & Co. Inc. / Trout Capital LLC
EASIC CORP S-1 Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. Raymond James & Associates, Inc. / Robert W. Baird & Co. Inc. / William Blair & Company, L.L.C. / Roth Capital Partners, LLC / Northland Securities, Inc.
CATALENT, INC. S-1 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC ~
PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACC S-1 Pruco Securities, LLC ~ ~
PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT S-1 Pruco Securities, LLC ~ ~
JERNIGAN CAPITAL, INC. S-11 Raymond James & Associates, Inc. ~ ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Have a great week.

Vintage to Lead Social Media Discussion at NYSE Governance Services West Coast Boardroom Summit & Peer Exchange

“Social Media: Communications, Compliance, or Just Plain Circumspect?” session to be held in Westlake Village, CA, February 25 – 26

Vinatge_nyse

We’re here early for the sound check. 1 – 2 – 3 – 4 check, check…

NEW YORK, February 18, 2015 / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company will be hosting an interactive roundtable with board members, C-level executives and general counsel from public companies at the NYSE Governance Services West Coast Boardroom Summit & Peer Exchange.

Social Media: Communications, Compliance, or Just Plain Circumspect?

“In today’s environment, where social media is changing the way companies communicate and disclose information to customers and shareholders, boards need to understand the key trends affecting social media and the associated risks. This discussion will look at how companies can use social media to announce key information, improve marketing and customer service efforts, and steps companies should take to avoid social media blunders by key employees or what to do when a blunder occurs.”

Hosting the discussion will be Bradley H. Smith, Director of Marketing, IR and Compliance Services at PR Newswire & Vintage. Smith is a frequent presenter, pundit and blogger on shareholder communications and corporate compliance.

This conference is a continuing example of the NYSE Governance Services’ ongoing leadership and value the NYSE brings to its issuers. Vintage is proud to be an active participant.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company. www.prnewswire.com

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157
bradley.smith@prnewswire.com