Category Archives: SEC Regulations

There’s nothing old about being Vintage – Scott Mozarsky, EVP & CCO, PR Newswire

I am paraphrasing in the title a bit ( we’re allowed to do that in marketing ) but in this 24 second snippet, you will see how much Vintage Filings has grown due to the extra oomph of being a PR Newswire division.

We’ve moved the Vintage Filings’ offices completely within our NYC PR Newswire office – providing law firms and their corporate clients the physical space needed for an in-house drafting session. Last year, we executed 250 transactions – that’s an average of one each business day.

Please click here to hear more of Scott’s views on our business.

Please click here to request details about our transaction services – including our “no surprises” fee structure. (that’s always a crowd pleaser)

.

Happy Birthday JOBS Act “Confidential” IPO

S1CAKEThanks to an article today by Emily Chasan, Senior Editor at the WSJ’s CFO Journal, I was reminded that the Confidential Registration provision of the Jumpstart Our Business Startups Act (the “JOBS Act”) is one year old.

This JOBS provision created a confidential SEC review procedure for IPO registration statements of “emerging growth companies” prior to their first registered sale of common equity. Generally, an emerging growth company is an issuer that has less than $1 billion in total annual gross revenues.

Emily reports that since the provision went into effect, 63% of the IPOs were confidential.

The phrase “confidential” is misleading, particularly in an industry that is dedicated to transparency. “Confidential” tends to bring up imagery of James Bond, insider whispers, dark pool trading and pump-n-dump ninjas.

Nothing of the sort. With a confidential IPO registration, all draft IPO registration statements and subsequent amendments are filed with the SEC for nonpublic review. Like all S-1s we submit for clients, the SEC is carefully reviewing the filing.

We’ve helped several companies with their in-house drafting session and confidential S-1 transaction. From our side of the discussion, “confidential” simply means “the elimination of the media frenzy and market speculation.” This has given all the parties involved the breathing room and focus they need to execute this intense, company altering step.

I assume most of you have never participated or seen an IPO drafting session take place. We held a very large one last week for a new Nasdaq issuer. Twelve+ lawyers, investment bankers and company executives sequestered in our conference room for two+ days laboriously dotting every “i” and crossing every “t” on the most important document a company will ever make. Making this process and filing nonpublic allows the all parties involved to be 100% on point, not distracted by market or pundit speculation.

The charts below compare a much hyped IPO with a confidential filed IPO. Both Nasdaq listed. The company on the left had to manage expectations even before they were a public issuer.  

IPOCHART .

As you see, there is nothing confidential about the success of the company on the right.

Have a great day.

.

Compliance v. Communications

Last week’s SEC revised RegFD guidance brought out opinions from every possible investor relations pundit, social media guru, business thought-leader, competitive critic and (ahem) corporate services vendors. I had to field inbound calls from clients and deal with industry snark regarding our opinion, and the disingenuous view that newswires applaud the social media guidance but only with the “still need a press release” caveat.

Let’s unblur the lines between compliance v. communications in context to this new 2013 updated guidance to the 2008 updated guidance from the SEC 2000 Regulation Fair Disclosure ruling.

Regulatory compliance

  1. File with the SEC
  2. Use recognized communications channels simultaneously. Or… not at all.

Shareholder communications

  1. Tell the story (ie: earnings announcement) as transparently and broadly as possible through the channels and media that are appropriate to the audience while targeting specific prospective investors without stepping in any deep muck from compliance point #2 above

twitterscaleAs a single channel, social media is an impractical tool for regulatory compliance. What makes the investor relations website and news releases a practical choice is they are the de rigor “common denominator” for material information from a public company: at least for the realistic future, as much as anyone can predict that.

Is it fair to require an investor to join a certain social network to get material information? Technically, investors can lurk in Facebook and Twitter, however, practically (to receive real-time alerts) they must sign-up. LinkedIn requires you to join and will identify investors personally. Selective disclosure and Notice & Access infractions rolled into one!

Social media is an excellent tool for transparent shareholder communications. In fact, so excellent that in May 2012, we integrated the top social media network for investors, StockTwits, into our Capital Markets Visibility 365 product, a communications program created to help small and micro-caps.

PR Newswire has a full quiver of tactical investor relations and SEC compliance services to match the strategy an individual company has towards regulatory compliance and shareholder communications.

Compliance Communications
Vintage Filings: 10-k, 10-Q and 8-Ks, XBRL IR Room investor relations website
IR Room investor relations website Earnings call telephony
Earnings call telephony Earnings call webcasts
Earnings call webcasts StockTwits
Press releases Inbound Investor Targeting
Outbound Investor Target (buy, sell-side, quantitative)
IR Room App
Press releases

Absolutely, investors use social media and it will find its best fit in investor relations. I do know it’s great for marketing. :)

Have a great day.

Webcast today: the changing of US GAAP Taxonomy guard for XBRL

Once the 2013 US GAAP is finalized, you cannot file in 2011 GAAP. You can still file with 2012 GAAP and of course the new 2013 GAAP. This has impact on your XBRL taxonomy tags.

To help with this, there is an important webcast today that will provide an overview of changes in the 2013 US GAAP Financial Reporting Taxonomy with expanded coverage of the Financial Accounting Standards Board (FASB) new series of XBRL Implementation Guides. In addition, the SEC staff will discuss current XBRL filing issues.

1:00–2:30 p.m. Eastern Daylight Time

CLICK HERE to read the official description and register. It is free and offers CPE credit if you are eligible.

CLICK HERE to learn about our XBRL solutions.

FASB

Have a great day.

Experts discuss the Practical v. Perfect Worlds of RegFD and mobile app(lications)

Todays’ 30 minutes webinar titled Regulating Mobile: Reg FD and Disclosure in the age of the app brought up important points regarding the communications technology changes that the web hath brung since the 2008 revised guidance of RegFD.

Log in here to watch the webcast. 

Regulating Mobile_Webinar Slides_3.13.13

Both our speakers had a depth of insight on the realistically blended topic of social media and mobile apps use in IR. You’ll find Jeff Corbin’s letter exchange with the SEC (regarding Netflix’s and their Wells Notice) of interest.

Give the webcast a listen. It’s short, especially if you skip over the annoying hosts’ introduction. All that guy is trying to do is have you REQUEST MORE INFORMATION about our IR Room App.

Have a great day.

Riding XBRL without training wheels (aka limited liability)

Non-large accelerated fliers are soon to be without the Even-Safer Safe Harbor of their XBRL’s limited liability period, a 24-month grace period where the SEC considered your XBRL as “furnished” not “filed.”  That meant that mistakes within your XBRL documents were viewed as errors in good faith, and carried no penalties if corrected promptly. Once your company’s grace period ends, your XBRL files have the exact same material error liabilities as your traditional EDGAR HTML files.

Most non-large accelerated filers lose the training wheels of limited liability after their Q2 2013 filings. Everyone is freewheeling by October 2014.

BIKE

Fortunately, we have had our large accelerated filer clients as trailblazers, offering great examples for success against liability.

Observations:

  • A simultaneous XBRL and EDGAR (HTML) solution – in our product vocabulary, fleXBRL – assures that the EDGAR and XBRL always match. That automatically removes a bevy of risk.   
  • Unless you have deep XBRL expertise in your financial reporting group, a totally DIY web filing solution may not offer you enough support. We suggest clients focus on the strategy of what they’re reporting, not the tactical burden of reporting. Try a hybrid self-service with unlimited support method – the cost is about the same if you shop and compare wisely.  
  • The SEC has not defined what a “material error” is, but they’ll know it when they see it. That’s SOP for the SEC. So it’s always CYA, OK? 

Our guidance, albeit biased towards our product strategy: work a hybrid XBRL filing model that provides you with the #1 most requested feature – real-time, last-minute edit & review and that includes dedicated tagging and tactical expertise. Think of this model as wearing a helmet.

Another consideration is a fiscal one. Please be wary of “cheap-XBRL.com” shops. XBRL is still very new and multi-faceted. Select a top XBRL firm with deep, real-life experience (preferably us).

What is your XBRL workflow wish? Tell us here.

Have a great day.

Looking at XBRL with 3D glasses

3dThe Financial Accounting Standards Board (Faasbee to their close personal friends) issued their XBRL Implementation Guide: the first style guide of the FASB U.S. GAAP Financial Reporting Taxonomy Style Guide Series.

FROM FASB: “The purpose of the Implementation Guide is to demonstrate the modeling for disclosures required about events occurring subsequent to the end of a public company’s reporting period. The modeling has been completed using the elements in the Taxonomy. The examples are not intended to encompass all of the potential modeling configurations or to dictate the appearance and structure of a company’s XBRL documents.”

The guide has a few sections in it that visually illustrate how I often explain XBRL to the yet unenlightened mass. (aka: “most everyone else”) XBRL is like wearing 3D glasses when you look at financial reports. Without the glasses, you see just the surface, free-standing number. With the glasses on, you see the depth attached forever to that number. If we were in a spreadsheet program. you could delete the descriptive text first or header columns, and the numbers still know what they are.

The charts below is a nice example of the Taxonomies behind the numbers. Click to enlarge.

3D2

Learn about our XBRL solutions here. Tell us how you like to work.

Have a great day

XBRL News for Filers – SEC Enforcing Use of Units Registry: Educational 2/19 webcast

THIS NEWS IS 99% COPIED FROM XBRL.US EMAIL. DUE TO ITS’ IMPORTANCE, I THOUGH IT WAS PRUDENT JUST TO CUT-N-PASTE.  ————————————-

XBRL News for Filers – SEC Enforcing Use of Units Registry Important WEBCAST

Effective immediately, the SEC is enforcing the requirement that all filers use the XBRL International Units Registry (http://xbrl.org/units-registry).

SECARROW

What does this mean to filers?

If you are using an element with a datatype that is defined in the Units Registry, you must use one of the units associated with that datatype in the units registry in your filing. If you use a unit that does not match the datatype in the units registry, your XBRL submission will be rejected by the EDGAR system. This applies to all filings that are created using the 2012 US GAAP Taxonomy and of course, will apply to the 2013 as well.

To ensure that filers understand how this works, XBRL US will hold a 30 minute webinar on Tuesday, February 19 at 1:00 PM ET to walk you through how to use the Units Registry.

To attend the live webinar, use this link: https://www.livemeeting.com/cc/xbrl/meet/7597PP

We’ll also record and post the session replay to the XBRL US Web site at http://xbrl.us/replay.

———————– GREAT WORK XBRL.US

Free guidebook for accounting professionals and law firms: 2013 Proxy Statement Reporting Rules

10kproxybooks2

The third book in the series!

We are pleased to provide you with our annual updated edition of the SEC 2013 Reporting Rules for Proxy Statements.

This publication is an excellent reference source for legal and accounting professionals and corporate executives.

In this publication, we present the rules in a “userfriendly ”format by presenting the portions of Regulation S-K that are referenced in the proxy rules immediately following the Regulation S-K reference, thus making it easier to review the complete disclosure requirements.

In addition, we eliminate many cumbersome citations and provide “”plain English”” rule references.

  • FREE!
  • 300 pages
  • Up-to-date for 2013 including VERY VERY VERY in-depth information
  • Detailed table-of-contents for quick reference

Click here to request your hardcopy guidebook. 

Click image below to view Table of Contents.

2013 Reporting Rules pROXY mATERIALS

Have a great day.

Free guidebook for accounting professionals and law firms: 2013 10-K, 10-Q & 8-K Reporting Rules

10kproxybooksThe second book in the series!

We are pleased to provide you with our annual updated edition of the SEC 2013 Reporting Rules for Forms 10-K, 10-Q and 8-K.

This publication is an excellent reference source for legal and accounting professionals and corporate executives.

In this publication, we present the rules in a “user-friendly” format by presenting the portions of Regulation S-K that are referenced in Forms 10-K, 10-Q and 8-K within the text of the relevant Form immediately following the reference to Regulation S-K, thus making it easier to review the complete disclosure requirements.

In addition, we eliminate many cumbersome citations and provide “”plain English”” rule references.

  • FREE!
  • 350 pages
  • Up-to-date for 2013 including VERY VERY VERY in-depth information
  • Detailed table-of-contents for quick reference

Click here to request your hardcopy guidebook. 

Click image below to view Table of Contents.

Table of Contents: 10-k, 10-Q and 8-L

Have a great day.