New whitepaper: How to improve SEC disclosure

SEC disclosure requirements have prompted debate among key stakeholders about the right path forward.

The SEC launched its “disclosure effectiveness” project in 2013, and now the Commission set its sights on revising Regulation S-K and doing away with redundant information. What do experts think about the efforts?

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When Congress created the modern corporate disclosure regime in 1933 with the passage of the Securities Act, the lawmakers likely could not fathom the scale to which financial reporting would grow 80 years later. And indeed, it has grown immensely. Yet with the exception of small periodic reforms, the Securities and Exchange Commission (SEC) has rarely made changes to corporate disclosure requirements since then.

But after the JOBS Act of 2012 forced the Commission to consider reporting requirements for “emerging growth companies” and mandated a study on Regulation S-K, their findings suggested a larger project. “The study basically said, ‘Gee, what we really want to do is a more comprehensive review and potential reform of our whole disclosure system,'” explained Robert Herz, a former chairman of the Financial Accounting Standards Board. In April 2016, the SEC voluntarily came out with a 341-page concept release reviewing the requirements for S-K.

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As it turned out, people had a lot of opinions on this subject. Two months later, the SEC had received hundreds of comments from lawmakers, officials, academics, and corporate executives. They also received more than 25,000 copies of form letters, many of which asked for more sustainability information. In July 2016, the SEC made a separate proposal to eliminate overlapping provisions on disclosure forms as well.

People in the reporting community have strong and diverse opinions on the subject of disclosure reform. How important is materiality as an element of effective disclosure? Is “less” sometimes “more” when it comes to SEC filings? And should sustainability metrics be made mandatory?

We asked five leading experts to weigh in.

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Update your EDGAR contact information by Jan. 30 to prevent deadline angst: step-by-step instuctions

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Our step-by-step guide will ease your pain!

On January 30th, 2017, the SEC is updating the security process for the EDGAR Passphrase reset. The Passphrase is essential for any filing entity – company or individual – to generate a new CCC, PMAC and Password.

It is essential that entities confirm and update their EDGAR contact information before the Jan 30th deadline.

After that date, if the contact information is not correct, the new Passphrase “security token” cannot be sent to the filer trying to reset their Passphrase.

  • Without this token, significant delays may occur – beyond 48 hours. Specifically, filers will need to provide authorization to have their codes reset, and in the case of a company, the request must be on company letterhead. If a Power of Attorney (POA) is provided, it must be manually signed. Clearly, this will affect a filer’s ability to timely submit their filings.
  • With the token, Passphrase updating should take just a few minutes.

To mitigate your risk of filing late due to misplaced codes and passwords, we have created this brief How to Update Your EDGAR Contact Information guide.

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IMPORTANT: We can proactively manage the “Passphrase Update” and “Form ID” processes with you. It’s part of the client service support we offer at Vintage.

If you have any difficulty / are unable to log-in to confirm or edit your EDGAR contact information, please reach out to our client services team immediately BY CLICKING HERE to send an email to VintageCS@thevintagegroup.com.

Note: In line with the SEC’s processes for proposals, we are awaiting final acceptance of  this new rule. 

IPOs and Transactions: Jan 9 – 13 / plus Reg A+ Form 1-A Worksheet

There were 21 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Avenue Therapeutics Inc. and Inspyr Therapeutics Inc. w/ Silvestre Law Group, PC.

We appreciate that they selected to work with us and benefited from our fast-turns and spot-on execution.

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Law firm / advisor Registrant Symbol Form Industry
Avenue Therapeutics, Inc. AVENUE THERAPEUTICS INC 10-12G Pharma preparations
Baker Botts L.L.P. FOUNDATION BUILDING MATERIALS INC ~ S-1 Wholesale – lumber & other construction materials
Booth Udall Fuller, PLC RONN MOTOR GROUP INC ~ 1-A ~
Debevoise & Plimpton LLP US FOODS HOLDING CORP USFD S-1 Retail – Misc. food stores
Gibson, Dunn & Crutcher LLP FOUNDATION BUILDING MATERIALS INC ~ S-1 Wholesale – lumber & other construction materials
Goodwin Procter LLP CONFORMIS INC CFMS S-3 Orthopedic, prosthetic & surgical appliances & supplies
Jenner & Block LLP US FOODS HOLDING CORP USFD S-1 Retail – Misc. food stores
Kramer Levin Naftalis & Frankel LLP GENER8 MARITIME INC GNRT S-3 Deep sea foreign transportation of freight
Latham & Watkins LLP SMART SAND INC SND S-1 Mining & quarrying nonmetallic minerals
Law Offices of Aaron A. Grunfeld & Associates SECOND SIGHT MEDICAL PRODUCTS INC EYES S-1 Wholesale – medical, dental & hospital equipment & supplies
Lindquist & Vennum LLP QUMU CORP QUMU S-3 Computer peripheral equipment
Littman Krooks LLP STEEL PARTNERS HOLDINGS L.P. SPLP S-4 Misc. primary metal products
Olshan Frome Wolosky LLP STEEL PARTNERS HOLDINGS L.P. SPLP S-4 Misc. primary metal products
Patterson Belknap Webb & Tyler LLP FUELCELL ENERGY INC FCEL S-3 Misc. electrical machinery, equipment & supplies
Paul, Weiss, Rifkind, Wharton & Garrison LLP EP ENERGY CORP EPE S-3 Crude petroleum & natural gas
Richardson & Associates WYTEC INTERNATIONAL INC ~ S-1 ~
Robinson & Cole LLP FUELCELL ENERGY INC FCEL S-3 Misc. electrical machinery, equipment & supplies
Ruder Ware, L.L.S.C. STRATFORD BANCSHARES INC ~ 1-A ~
Silvestre Law Group, P.C. INSPYR THERAPEUTICS INC GNSZ S-1 Pharma preparations
Simpson Thacher & Bartlett LLP US FOODS HOLDING CORP USFD S-1 Retail – Misc. food stores
Skadden, Arps, Slate, Meagher & Flom LLP GREAT ELM CAPITAL GROUP INC GEC S-3 Prepackaged software
V Financial Group., LLC GLOBAL BRIDGE CAPITAL INC ~ S-1 ~
Vinson & Elkins L.L.P. DOMINION MIDSTREAM PARTNERS LP DM S-3 Oil & gas field services
Vinson & Elkins L.L.P. EXTRACTION OIL & GAS INC XOG S-1 Crude petroleum & natural gas
Vinson & Elkins L.L.P. SMART SAND INC SND S-1 Mining & quarrying nonmetallic minerals
Wilmer Cutler Pickering Hale and Dorr LLP ARGOS THERAPEUTICS INC ARGS S-3 Pharma preparations
Zysman Aharoni Gayer and Sullivan & Worcester LLP ORAMED PHARMACEUTICALS INC ORMP S-3 Pharma preparations

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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: Jan 9 – 13 / plus Reg A+ Form 1-A Worksheet

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 +
SMART SAND INC S-1 Credit Suisse Securities LLC Goldman, Sachs & Co. ~
FOUNDATION BUILDING MATERIALS INC S-1 Deutsche Bank Securities Inc. / Barclays Capital Inc. / RBC Capital Markets, LLC Citigroup Global Markets Inc. / Robert W. Baird & Co. Inc. / Raymond James & Associates, Inc. Stephens Inc. / SunTrust Robinson Humphrey, Inc. / William Blair & Company, L.L.C.
US FOODS HOLDING CORP S-1 Goldman Sachs & Co. Morgan Stanley & Co. LLC ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms.

Have a great week.

Video: December’s Top Law Firms for SEC transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. If you would like to be emailed the week’s transactions (every Monday afternoon), fill out the quick form on this page.

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Congratulations to any and all of our partnering law firms that made this month’s list – and to the firms that worked with our teams on their clients’ transaction:

  • 1-A: Form needed for companies taking advantage of Regulation A+
  • 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)

Have you read our whitepaper on how the S-1 registration paperwork flows back-and-forth between the company and the SEC?  CLICK HERE

StockTwits drives 89% of $cashtagged social media investor traffic

stvtwitterEvery now-and-again, it’s good to take a glance at social media in context to investor relations. Certainly, one of the strengths of social media is that it is (mostly) fiscally free. You can experiment. That said, there is a time cost/burden to consider. 

This post is not a competitive debate between StockTwits and Twitter. Although they are distinctly different channels, you do not have to choose one over the other. This is a discussion about targeting your shareholder communications to social media-minded investors… maximizing your efforts in social media.

Every Monday in Q4 2016, I simultaneously posted identical $cashtagged content into both the networks of StockTwits and Twitter. The inbound traffic generated from that outbound was monitored and measured.

The outbound content drove, directly due to the $cashtags, 540 inbound traffic referrals. StockTwits delivered 89% of the traffic compared to Twitter’s 11%.

Bottom-line: if and when you are sharing your IR content into social media, if your company is tweeting your $cashtagged content only into Twitter and not into StockTwits, you are walking away from most all of your social media investors.

And… if you are not including your $cashtag at all – in Twitter or StockTwits, you are walking away from most everybody in the capital markets. $Cashtagss are how investors sort and filter tweets within StockTwits and Twitter… and the portals that they feed into like Bloomberg. Your $cashtag is your targeting tool.


SIDEBAR ABOUT STOCKTWITS

StockTwits is the purest social media network on the planet

Investor Relations Officers don’t realize how lucky they are. StockTwits, by design, is the last unspoiled capital markets social media network.

Objectively, in addition to having a higher apples-to-apples volume of activity compared to Twitter, the network:

  • Is only comprised of members who are interested in capital markets
  • Is proactively monitored to prevent pump-and-dump activity and faux accounts
  • Does not allow discussions of penny stocks or pinks – their $cashtags are not “activated” in the network – which is focused almost exclusively on NYSE and NASDAQ traded equities
  • Feeds into professional and public capital markets research portals

Subjectively, if you review the StockTwits stream, you’ll note that most of the discussion are what an investor is doing now – at that moment. They are not blogging an opinion or analysis, which has negatively permeated many of the long-form blog-based social media channels. The physical limitations of a 140 character micro-blog prevents StockTwits from becoming another ‘stock newsletter” content publisher.

 

Vintage rates in top three for 2016 SEC Filing Agent

Transparency is the currency of shareholder communications and of SEC compliance and, by default, that transparency has again rewarded Vintage as measured by SEC-INFO. Bottom-line: attribution of our work is always shown.

This year, as we did last year, Vintage has made the top three, along with peers Donnelley and Merrill. Thank you, once again, to the data-crunchers over at SEC-INFO for their 2016 research The Top 25 Most-Active SEC Filing Agents and Registrants in 2016.

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“When asked to describe our client services team in just a few words,” said Liam Power, president of Vintage, “I simply state ‘deep domain experience delivered with fast-turns and spot-on execution.’ The annual SEC-INFO research is terrific third-party evidence of that description and confirms the consistent dedication of everyone within Vintage to get the job done for our clients,” Power continued.

“Now, with the added strength of Cision, we look forward to a very strong 2017.”

Read 2016 client comments here.

2016 highlights

  • #1 service for Regulation A+ effective filings
  • #1 service for 20-F filings in China
  • Simplification of V16.com user-interface for self-service Section 16 filing
  • The expansion of WorkStream for mutual fund content and prospectus management

Bottom-line. Why did we do so well in 2016? We’ve become the industry’s intelligent value. Learn more – contact us. 

Kudos to our product and sales people for making marketing and blog writing so easy!

SEC closed on Martin Luther King, Jr. Day: January 16, 2017

In observance of the Martin Luther King, Jr. holiday, the SEC is closed Monday January 16, 2017. No files can be received.

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Files submitted after 5:30 pm ET, Friday, January 13, 2017 will receive a filing date of Tuesday, January 17, 2017 and will be posted to the public on January 17, 2017.

As with other holiday closings, the following file types will receive a Friday, January 13, 2017 filing date if filed by 10:00 pm ET on Friday:

  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)
  • Filings pursuant to Rule 462(b)

For any filing with a due date of Monday, January 16, 2017, the SEC will move the due date of Tuesday, January 17, 2017.

Please contact your Vintage representative if you foresee any deadline conflicts. We’re always here to help!

DOWNLOAD A 2017 SEC HOLIDAY AND DEADLINE CALENDAR HERE.

IPOs and Transactions: Jan 2 – 6 / plus XBRL state-of-the-state whitepaper

There were 29 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including BioStage Inc. w/ Burns & Levinson LLP and Ellenoff Grossman & Schole LLP, Blue Marble Energy Corp. w/ KHLK LLP and Wilson Sonsini Goodrich & Rosati and Fifth Street Asset Management Inc. w/ 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.

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Law firms / advisor Registrant Symbol Form Industry
Andrews Kurth Kenyon LLP CHENIERE CORPUS CHRISTI HOLDINGS LLC ~ S-4
Baker Botts L.L.P. KIMBELL ROYALTY PARTNERS LP ~ S-1 Crude petroleum & natural gas
Becker & Poliakoff LLP DLH HOLDINGS CORP DLHC S-3 Help supply services
Burns & Levinson LLP BIOSTAGE INC BSTG S-1 Biological products
Business Filings Inc. ARCOM ~ S-1 ~
Certilman Balin Adler & Hyman, LLP KINGSTONE COMPANIES INC KINS S-3 Insurance agents, brokers & service
Cooley LLP AQUINOX PHARMACEUTICALS INC AQXP S-3 Pharma preparations
DLA Piper LLP COHU INC COHU S-3 Instruments for measuring & testing of electricity & electric signals
Duane Morris LLP MYOMO INC ~ 1-A Orthopedic, prosthetic & surgical appliances & supplies
Eilers Law Group, P.A. ENTRANET INC ~ S-1 Wholesale – computers & peripheral equipment & software
Ellenoff Grossman & Schole LLP BIOSTAGE INC BSTG S-1 Biological products
Fifth Street Asset Management Inc. FIFTH STREET ASSET MANAGEMENT INC FSAM S-3 Investment advice
Gold Entertainment Group, Inc. GOLD ENTERTAINMENT GROUP INC GEGP 10-12G Non-operating establishments
Goodwin Procter LLP BIOAMBER INC BIOA S-3 Industrial organic chemicals
Goodwin Procter LLP FATE THERAPEUTICS INC FATE S-3 Biological products
Goodwin Procter LLP INVITATION HOMES INC ~ S-11 Real estate operators & lessors
Goodwin Procter LLP MYOKARDIA INC MYOK S-3 Pharma preparations
Hogan Lovells US LLP CNB FINANCIAL CORP/PA CCNE S-3 State commercial banks
J.M. Walker & Associates ALCOA GREENTECH INC ~ 1-A ~
KHLK LLP BLUE MARBLE ENERGY CORP ~ 1-A Commercial physical & biological research
Kramer Levin Naftalis & Frankel LLP GENCO SHIPPING & TRADING LTD GNK S-3 Deep sea foreign transportation of freight
Latham & Watkins LLP KIMBELL ROYALTY PARTNERS LP ~ S-1 Crude petroleum & natural gas
Legal & Compliance, LLC IEG HOLDINGS CORP IEGH S-4 Wholesale – motor vehicle supplies & new parts
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. WAVE LIFE SCIENCES LTD WVE S-3 Pharma preparations
Norton Rose Fulbright US LLP CAPITAL SENIOR LIVING CORP CSU S-3 Nursing & personal care facilities
O’Melveny & Myers LLP PROGENICS PHARMACEUTICALS INC PGNX S-3 Pharmaceutical preparations
Orrick, Herrington & Sutcliffe LLP PACIFIC GAS & ELECTRIC COMPANY PCG S-3 Electric & other services combined
Orrick, Herrington & Sutcliffe LLP PG&E CORP PCG S-3 Electric & other services combined
Proskauer Rose LLP FIFTH STREET ASSET MANAGEMENT INC FSAM S-3 Investment advice
Shearman & Sterling LLP ADVANCEPIERRE FOODS HOLDINGS INC APFH S-1 Food preparations
Simpson Thacher & Bartlett LLP INVITATION HOMES INC ~ S-11 Real estate operators & lessors
Skadden, Arps, Slate, Meagher & Flom LLP ADVANCEPIERRE FOODS HOLDINGS INC APFH S-1 Food preparations
Stubbs Alderton & Markiles, LLP CLEAN DIESEL TECHNOLOGIES INC CDTI S-3 Industrial & commercial fans & blowers & air purification equipment
Uranium Energy Corp. URANIUM ENERGY CORP UEC S-3 Misc. metal ores
Wilson Sonsini Goodrich & Rosati BLUE MARBLE ENERGY CORP ~ 1-A Commercial physical & biological research

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

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: Jan 2 – 6 / plus M&A worksheet

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 +
PROGENICS PHARMACEUTICALS INC S-3 Cantor Fitzgerald & Co. ~ ~
INVITATION HOMES INC S-11 Deutsche Bank Securities Inc. / J.P. Morgan Securities LLC / Merrill Lynch, Pierce, Fenner & Smith Inc. / Goldman, Sachs & Co. / Wells Fargo Securities, LLC Credit Suisse Securities LLC / Morgan Stanley & Co. LLC / RBC Capital Markets, LLC / Blackstone Advisory Partners L.P. / BTIG, LLC Evercore Group L.L.C. / FBR Capital Markets & Co. / JMP Securities LLC / Keefe, Bruyette & Woods, Inc. / Raymond James & Associates, Inc. / Siebert Cisneros Shank & Co., L.L.C. / Zelman Partners LLC
CLEAN DIESEL TECHNOLOGIES INC S-3 MDB Capital Group, LLC ~ ~
ADVANCEPIERRE FOODS HOLDINGS INC S-1 Morgan Stanley & Co. LLC Credit Suisse Securities LLC Barclays Capital Inc.
IEG HOLDINGS CORP S-4 OneMain Holdings, Inc. ~ ~
KIMBELL ROYALTY PARTNERS LP S-1 Raymond James & Associates, Inc. RBC Capital Markets, LLC Stifel, Nicolaus & Company, Inc. / Stephens Inc. / Wunderlich Securities, Inc.

Post IPO, thousands of organizations count on us to assure regulatory compliance and shareholder communications.

Click here to review the week’s IPOs and active securities law firms. Click here and opt-in to receive this weekly summary via email.Have a great week.