Category Archives: Industry news

SEC closed for Christmas Holiday: December 25th AND December 26th

In honor of Christmas, the SEC is closed on Thursday, December 25, 2014 and Friday, December 26, 2014. No files can be received. 

December 26th is a special Executive Order gift this year due to the date falling on a Friday! 

Files submitted after 5:30 pm ET, Wednesday, December 24, 2014 will receive a filing date of Monday, December 29, 2014 and will be posted to the public on December 29.

SECCOOKIES

 

As with other holiday closings, the following file types will receive a Wednesday, December 24, 2014 filing date if filed by 10:00 pm ET on Wednesday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Thursday, December 25, 2014 or Friday, December 26, 2014, the SEC will move the due date of Monday, December 29, 2014.

Have a great day.

Vintage Corporate Transactions Team Offer Guidance to Small and Mid-cap Companies at ROTH New Industrials Corporate Access Day Conference

M&A, regularly compliance and investor relations drive conversations at New York City event, December 16

KINGKONG

NEW YORK, December 10, 2014 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that the company will be presenting their Capital Markets and Corporate Services solutions the ROTH New Industrials Corporate Access Day Conference the Park Hyatt New York in New York, NY, on December 16.

To keep up-to-date on their continued growth, Vintage invites interested persons to follow the company: https://www.linkedin.com/company/vintage-filings-llc

Recognized as the industry’s intelligent value, Vintage’s M&A, transactions and IR specialists will be guiding attendees through the company’s comprehensive solution suite that includes:

  • Virtual Data Rooms
  • S-1 and secondary offering transactions
  • Shareholder communications and investor visibility
  • Cost-effective EDGAR and XBRL programs

Please visit Vintage today for more information: www.thevintagegroup.com

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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

 

 

 

The EDGAR time-lag is not high frequency traders’ conspiracy. But it is why XBRL is needed.

Recent articles by the WSJ’s industry watchdog Scott Patterson highlighted academic research that showed that some (assumedly professional) investors are receiving SEC EDGAR files moments-to-minutes before retail investors via a dedicated paid subscription feed. This paid feed is in comparison to the files being openly available on the SEC.gov EDGAR site… free for anyone.

From the WSJ:

The studies were the latest indication that some superfast, sophisticated trading firms enjoy an advantage over other investors, echoing previous cases in which high-frequency traders received corporate news releases or key data on the U.S. economy milliseconds before competitors.

It wasn’t clear whether the change in timing was the result of action by the SEC, a contractor running a direct feed or simply stemmed from technology glitches in its distribution system.

In this case, unlike the high frequency traders’ conscious effort to game the system, this is more likely to be a result of “left-overs” from pre-2002.

SEC_balloon

 

Allow me to explain: up until May 2002, the SEC did not publish issuers’ SEC files when they received them – their website technology took up to 48 hours!

I know this first-hand via the shareholder communications business - as to populate the SEC files on investor relations websites, we bought a separate “real-time” feed from ye olde’ Edgar Online. Besides, being pert-near instantly available (to advance corporate transparency), the commercial feed was also property parsed for import. In fact, all IR website vendors still buy a feed from a 3rd party – not the SEC. I doubt the research looked at the EDGAR file publishing timing on an issuers own IR website.

Obviously, this data formatting is a necessity for Street portals like Bloomberg. It’s a tried and true data feed that the portals have used for years – long before the SEC itself went real-time. No conspiracy. Just the reality of the data business.

From the WSJ:

Still, the episode underscores how outmoded the system has become, say securities experts.

“It’s an ancient computer system that is processing more and more data than it was designed for,” said Scott Kimpel, a partner at law firm Hunton & Williams LLP.

The SEC is in the early stages of a multiyear modernization of the system. Ms. White said in congressional testimony earlier this year that the effort would simplify the financial-reporting process and ensure investors have access to better data.

This is where the evolution to XBRL will level the playing field compared to EDGAR. One single source – directly verified by both issuer and SEC. Will XBRL curtail the nefarious appetite of high frequency traders? – of course not, but at least the SEC will not be accused as an enabler.

This discussion above makes my XBRL rant even more “interesting.”

Have a great day.

Total IPO and SEC transactions: Q1 – Q3 2014

2014 is well-celebrated for the return of IPOs to the capital markets, with 207 IPOs counted by industry watchdog Renaissance Capital.

However, important as they are, IPOs are a small percentage of the year’s success. In fact, these 207 IPO S-1 filings are only NYSE and NASDAQ listed – and less than 27% of the total S-1 filings count of 790.

 

The eight key transactions. Click to enlarge.

Remember, an S-1 is not just for an Initial Public Offering. Public companies submit a Secondary Offering S-1 (and sometimes S-3) file to the SEC anytime they issue new stock for public sale. Post IPO, this S-1 registration is typically to refinance or raise more capital for growth. Click here to download our S-1 workflow whitepaper. 

Total transactions for Q1 – Q3 2014 is 1,858. We carefully track all capital markets transactions as Vintage executes the end-to-end registrations tasks for issuers: typesetting to filings to hardcopy printing. You can see a drafting session in this video.

Transaction types:

  • S-1: General form of registration statement for all companies including face-amount certificate companies
  • S-3: Registration statement for specified transactions by certain issuers
  • S-4 Registration of securities issued in business combination transactions
  • N-2: Initial filing of a registration statement on Form N-2 for closed-end investment companies
  • F-1: Registration statement for securities of certain foreign private issuers
  • S-11: Registration statement for securities to be issued by real estate companies
  • 10-12G: Initial general form for registration of a class of securities pursuant to Section 12(g)
  • 10-12B: Initial general form for registration of a class of securities pursuant to Section 12(b)

A last point is to re-emphasize is that the media (i.e. Jim Cramer shouting and honking horns) tends to focus on the NYSE and NASDAQ IPOs. Hundreds of Emerging Growth Companies and large international companies IPO each year on the OTC Markets. Dig deeper to see growth.

Have a great day.

Board members are under a lot of pressure. Sending “Tweets” is not one of them.

The 11th Annual NYSE Boardroom Summit was an exceptional conference. Hundreds of directors, general counsel and compliance officers from hundreds of public companies’ boards assembled to review the essential issues that drove success in 2014 and what will drive success in 2015.

NYSEBOARD

One point was evident – the board members in attendance have an intense desire to be effective as possible: cyber-security, succession, diversity, culture, activists, crisis preparation, say-on-pay were all on the two-day agenda. The common tread across all these topics was understanding and mitigating risk for company and shareholder alike. You can download the summit handbook here now, courtesy of the NYSE Governance Services team.

One of the most promising sessions (that pertains to this blog) was titled “Social Media and the Changing Landscape of Corporate Disclosure.” Being a noise-maker in the shareholder communications industry, I was looking forward to hearing what boards were doing in regard to social media: 1.) what channels do they use, 2.) what topics do they share, 3.) how they work with the company to assure no material disclosure.

Well, the conference would have none of that. Having directors personally active in outbound social media was never discussed. Not even in the slightest. The dialog was completely focused on the business and risk oversight of the companies’ use of social media. It’s important to emphasize there was not a “should we or shouldn’t we” debate like is still lingering in investor relations. The board was not “against” social media - it’s just not in their sphere of communication responsibilities.

Ironically, these four tweets best summarize the session:

  • Boards’ responsibility is to concentrate on social media risk and policy rather than “tweeting.” #NYSummit
  • Boards to focus on the prevention of the negative rather than the promotion of the positive re: #socialmedia #NYSummit

Have a great day.

The SEC is closed for Columbus Day: Monday, October 13

colunbus

In honor of Columbus Day, the SEC is closed on Monday, October 13, 2014. No files can be received.

Files submitted after 5:30 pm ET, Friday, October 10, 2014 will receive a filing date of October 14, 2014 and will be posted to the public on October 14, 2014 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, October 10, 2014 filing date if filed by 10:00 pm ET on Friday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday, October 13, 2014, the SEC will move the due date to the next business day, Tuesday, October 14, 2014.

Have a great holiday.

Adding our expertise to the NYSE Governance Services Boardroom Summit, 9/30 – 10/1

Exciting news for Vintage and the further recognition of our intelligent value begins next week and continues throughout 2015.

“We’re pleased to add Vintage to our quiver of experts,” said Ty Francis, Vice President & Publisher, NYSE Governance Services. “Their practical product experience for regulatory compliance and investor relations complements our other conference series partners and sponsors perfectly.

Our corporate audiences will find their knowledge of the tactical execution of compliance and shareholder communications extremely useful.”

v389686_NYSE-Conference-book_v1_Final_Lo-Res-proof-1

One benefit of being the silver sponsor and official financial printer for the NYSE Governance Services is a sneak peek at the topics and event materials for next week’s 11th Annual Boardroom Summit.

Topics include:

  • Rethinking Shareholder Engagement in the Age of Activism
  • Social Media and the Changing Landscape of Corporate Disclosure
  • The Regulatory and Rule Making Agendas: What to Expect
  • The Role of Special Committees in M&A Transactions
  • Crisis Preparedness and Response: “When Things Go Bump in The Night”
  • Top Questions the Board Should Ask about Your Compliance and Ethics Program
  • The Art of Shareholder Communication
  • The Real Key to Driving Total Shareholder Return

Wow! Hundreds of CEOs, CFOs, directors, counsel and advisors will be well prepared for what the future may bring the equities they support.

Look for us.

Have a great day.