Video: May’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

“Wow, you are better than our auditors!”

“Fast turns, spot-on execution and absolute cost transparency” has redefined Vintage, helping us to be a top three solution in North America.

Our work is highlighted every Monday in our IPOs and Transactions of the Week blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

award

We can’t not share the good news (anonymized for privacy). Sales can offer you full named references. Here is just a handful of our client services “Kudos” for this week.

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Thank you for all your hard work and diligence in getting us past this important milestone. We look forward to the successful closing of the biggest Indian Nasdaq IPO very soon!

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Thank you, vintage, for your assistance and prompt service.  You guys do a great job of keeping us on schedule and your accuracy is unsurpassed. .

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Your team did a great job, as always!

Our CFO was also impressed with your handling of the Proxy Statement as well.

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Once, again, I thank you for your diligence and help in getting this filing done expeditiously, accurately and timely.

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Thank you again for working with us, it’s been a pleasure. I’m really happy with how the book came out and I’m really grateful for the continuous support and expertise you provided.  You were always there and willing to work out the details for us. 

You made this really easy for me.

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Vintage team and EY Team, I wanted to thank you all for your hard work and dedication.
We appreciate your support in us.

Have a great weekend! Thank you very much.

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Thank you for all of your work on our 10-K. It is finally ready to go. Again, on behalf of my entire team, thank you for all of your hard work during this busy 10-K season!.

Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations.  

International dealmaking impact on the US

Like any ecosystem, the world economy is deeply interconnected, and while America remains the largest single economy in the world, it’s the biggest fish in a pond with some pretty big fellow swimmers, and news from Europe and Asia most definitely affects the United States, just as the American market can dictate ups or downs for foreign affairs. For proof of this, look no further than the Greek crisis of 2011, with Standard & Poor’s 500-stock index dropping 18.6% in one year over concerns about Greece. Meanwhile, China’s potential slowdown could send American markets crashing like it’s 1929. With all this in mind, we should take a look at the business situations overseas and how they might influence American stocks.

Signs are the Same Everywhere

Financial experts and strategists pay attention to the same factors for foreign as for American markets, including GDP and the purchasing managers index that measures the health of manufacturing and services. So the good news is, according to these metrics Europe is in the process of stabilizing after the Brexit vote, a boon especially to companies that export to European destinations and are hoping their products don’t fall by the wayside.

It also bears watching major market indexes like Germany’s ZEW Indicator of Economic Sentiment, Japan’s Nikkei, or China’s Shanghai Composite, a good way of anticipating problems both at home and abroad.

Monetary Policy: the Changing of the Guard

Foreign fiscal policy can have a serious impact on domestic fiscal reality. Japan, China, and the United Kingdom all have relatively new leaders, and paying attention to how those leaders and their appointees set policy, as this will indicate their country’s direction moving forward and mean appropriate feedback on this side of the pond.

When anticipating the impact of foreign economies or preparing to invest in foreign firms, companies should retain the services of a financial printing firm for easy access to automated publishing, mutual fund publishing, content management, and more. Printing firms remain abreast of the latest trends in mergers & acquisitions and IPO publishing, and employ experts in XBRL and SEC filings to help report any acquisitions or divestitures at the end of the fiscal year.

As a new chairman takes over the Securities and Exchange Commission, how will the agency’s priorities change?

Download our whitepaper today to hear from three leading corporate governance experts on the matter.

“Please hold your DAM* questions until after the DAM tour”

*Digital Asset Management

Everything is digital today, from banking transactions to text messages to meeting a potential spouse. Running a business has most definitely gone digital, with communication, organization, and more all available at the touch of a button. And one of the most important ways companies can leverage digital technologies is to organize, search, store, edit, and distribute company assets to coworkers and business partners using Digital Asset Management (DAM). Exactly what it sounds like but so much more powerful than that, Digital Asset Management helps companies make the absolute best use of the ever-expanding library of digital documents they create every day. DAM is utterly indispensable to today’s businesses, and here are just a few reasons why:

Replacing Old Systems

Once upon a time, companies organized their digital assets using file folders. Yet recent high turnover among employees has combined with the sheer amount of digital assets being created by today’s firms to require a new approach to sorting and accessing projects and pieces of documentation.

And this is absolutely a need, not a want! Companies today are storing their assets across a range of locations like the cloud, shared drives, wikis, personal emails, and other places important assets can be lost or forgotten. And when that happens, the scramble to hunt down the right file amid a decentralized, disorganized mess can create more inefficiency than before, actually lowering productivity!

Beneficial

Here are just some of the many benefits of using a DAM system to store all of a company’s digital assets for easy access:

  • DAM makes it possible to take work wherever one goes, so all that’s needed is a laptop or even table to get some serious work done on the road
  • A companywide storage and organization system everyone knows how to use will increase productivity, promote corporate culture, and prevent the loss of productivity caused by people hunting out lost files
  • Leadership can change permissions on individual files easily, toggling who can access individual files with a few taps of a button

Full Disclosure

DAM systems make it a breeze to share documents, projects, and files with employees, contractors, and even business partners or potential acquisitions or buyers. Collaborating and negotiating both become easy when any given pertinent file is just a swift interaction away. A partner who needs a spreadsheet can receive it quickly, and a potential buyer who wants internal documentation can receive it minutes after asking.

For assistance choosing the correct Digital Asset Management software, companies should contact their trusted financial printing firm. Some such services provide their own DAM software, and certainly know what suite to recommend. Help is available to leverage DAM for content management, XBRL and SEC Filings, and every business transaction from Mergers & Acquisitions to IPOs.

The investment industry is experiencing upheaval due to the rise of passive funds and robo-advisors. At the same time, the regulatory environment is in major flux. How will the changing conditions affect dealmaking in the sector? Download our whitepaper for answers.

 

 

Digital disruption in the middle market

Companies are using leading-edge technologies to gain efficiencies, strengthen their targeting efforts and transform their businesses. As the Internet of Things, artificial intelligence, and advanced analytics become commonplace in the dealmaking landscape, what effect is this trend having on the middle market?

Points of discussions include:

  • Which non-tech sectors in the mid-market are being most impacted by digital disruption?
  • How are technology considerations affecting the strategies of private equity buyers?
  • How are mid-market firms responding to the increasing pressure to compete with venture-backed, high-tech start-ups?

Toppan Vite question: Which non-tech sectors in the mid-market do you think are being most affected by digital disruption? Which sectors would you say need to play catch up most to stay competitive? 5 dealmakers weigh in.

Steven Barth: Healthcare, insurance, and financial services are certainly at the top of the list of sectors being dramatically impacted by digitization. We are seeing a lot of money being plunged into Internet of Things (IoT) and big data technologies in these industries in order to drive more efficiency and enhance the targeting of customers. Fascinating work is being done in the insurance industry as old-line property and casualty companies try to get better data to lower their loss ratios and improve the behavior of their insurance customers.

The way in which insurance companies are fueling this innovation is interesting as well. In the past, insurers mostly invested their holdings in blue-chip stocks or the bond market, and maybe allocated a little bit to private equity. But now, a number of old-line insurance companies have said, “Look, we not only want to invest as part of our investment strategy but as part of our business strategy. We need to invest in more start-up, early-stage, high-tech companies that will help us drive better operational results and better portfolio results from our standard-line policies.” So they’re melding both strategies together.

James Cassel: Business transformation is a constant process. At our firm we have three main verticals, which are technology, healthcare, and aviation, as well as a general practice, and healthcare and retail are two areas that are being dramatically transformed by digital disruption. On the retail side, take a business like Blockbuster Video. If you were
a Blockbuster franchisee and you sold your business 10 years ago, you would’ve made a moderate return on your investment. If you held onto it until five years ago, you would’ve been on the verge of extinction. And today, I’m not sure that a single Blockbuster franchisee remains. What changed was the rise of services like Netflix and on-demand video – technology-based innovations that have destroyed that old business model.

Philo Tran: We are certainly seeing many companies think about how to use leading-edge technologies – such as IoT, virtual and augmented reality, mobile technologies, advanced analytics, and artificial intelligence – to transform their businesses. Digital technologies alter business processes but also create opportunities to develop new business models and new revenue streams. It’s not only about efficiency. I’ve seen the most interesting applications of digital technologies from low-tech industries. Augmented reality is used in manufacturing environments to guide humans assembling parts in a way that virtually eliminates errors.

The system tells the person which parts to connect and where, and if it sees the wrong part being used it will send a warning signal to the assembler. Connected aircraft engines are telling airlines when a part is about to fail and, thanks to the cloud, the system can find the closest supplier of that part and order a replacement. If you own a pool, your pool pump can detect when electricity rates are too high and shut off temporarily and your pool can even selfbalance the pH level without any human intervention.

Bryan Jaffe: Every sector is impacted by digital disruption, just as Philo said. Among those most impacted is brickand-mortar retail: whether it’s grocery, specialty, mass, or discount, as a class of competitors, they are all being disrupted by technology. And it is observable through a variety of metrics – for instance, commerce sales relative to retail sales, or stock prices of traditional retailers versus those dominating the ecommerce landscape. When you look at ecommerce sales as a percentage of total retail sales, the share of ecommerce sales is expected to grow on average at about 6% over the next five years, and that should continue for the foreseeable future. Additionally, if you look at Amazon’s stock price, which we consider to be the ecommerce bellwether, versus that of Walmart, the return scale is striking. Over the last five years, Amazon’s stock price is up close to 350%. In contrast, Walmart’s stock price is up 15% over that same period. This demonstrates how technology is not only disrupting a category but also shifting where value is created among classes of competitors.

Joe Manning: I would agree with Philo and Bryan – it’s tough to find an industry that is not being impacted by new business models that have some sort of software or digital component. For example, Riverside’s portfolio company Soothe is revolutionizing the massage industry via transforming how consumers hire and receive massages. Consumers can book massages through a smartphone app or website and receive a licensed massage therapist at their door in as little as 60 minutes.

Capital Markets Disruptor: Real Estate Crowdfunding in the USA

Guest bloggers: Mark Schonberger, Partner and Daniel Koehler, Associate

Public REITs and other sponsors of real estate funds and projects have traditionally enjoyed the benefit of a broad range of choices to raise capital. Public REITs can obtain financing on a project-by-project basis or at the corporate level by means of public offerings or private placements, and REITs can also access capital as sponsors of their own opportunity funds or through strategic joint ventures. Similarly, private real estate sponsors have historically relied on a variety of nonpublic capital raising mechanisms at the property, joint venture or fund level.

We’re proud to have supported Goodwin Procter by providing the Regulation A+ data for this article and whitepaper.

Each of these means offers unique advantages and disadvantages, and each figures prominently in the real estate investment landscape. However, that landscape is poised to be considerably disrupted by the advent of real estate crowdfunding, which can lower the cost of raising capital while offering a broader range of investment options.

 

 

May 2017 XBRL webinar series: IFRS requirements

Sign up below for our XBRL for IFRS webinars to learn about the taxonomy update, training tips, SEC deadlines, filing success plans and implementation options.

Featuring: Gordon Ruckdeschel, VP Operations, Toppan Vite / Vintage

May 18, 3:00 PM EST – Create a Success Plan

Featuring: Rob Blake, VP Product Management at Certent, Inc.

May 25, 11:00 AM EST – Implementation

Featuring: Campbell Pryde, CEO at XBRL US, Inc.
*CPE Credit Available on May 25

May 11 Agenda & Discussion:  


WHY IS THE SEC ROLLING OUT XBRL TAGGING REQUIREMENTS FOR IFRS?

IFRS tagging requirements went into effect as part of the 2009 XBRL rule. However, these requirements could not be met until an IFRS taxonomy was offcially released on March 1, 2017.

WHEN DOES THE REQUIREMENT BEGIN?

Foreign private issuers submitting applicable forms with a period end date on or after December 15, 2017 will be required to include XBRL exhibits as part of the filing. This will include IFRS filers with the fiscal year end date of December 31st. Registrants may also voluntarily submit XBRL exhibits prior to this date, but that is not required.

HOW DO I GET MORE INFORMATION?

It’s not too early for foreign private issuers to begin educating themselves. We recommend leveraging our educational webinar series (register above) and building a milestone timeline with our XBRL subject-matter experts to ensure a successful XBRL filing period.

Download our FAQ resource guide to learn more about IFRS education.

SEC update: Required revisions to 10-K, 10-Q and 8-K cover pages

The SEC has adopted new rules that change the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4) and Exchange Act periodic reports (Forms 10-K, 10-Q and 8-K), as well as Forms 10, 20-F and 40-F, to include new check boxes for a company to mark whether, at the time of filing, the company is an EGC and whether it has elected not to use the extended transition period to comply with new or revised accounting standards.

What Should You Do?

All companies, EGCs or otherwise, should immediately contact their financial printing firm to revise their appropriate cover pages. Specialized printing companies employ experts in the ever-evolving rules from the SEC and other regulatory bodies, as well as EDGAR and XBRL, and can ensure a smooth adoption of any new requirements. These changes have come because the SEC has adopted technical amendments from the Jumpstart Our Business Startups Act of 2012 that impact forms filed under the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the new rules, companies must check boxes on the form covers to indicate whether or not they are emerging growth companies (EGCs), and if they are, whether they will comply with the financial accounting standards defined under the JOBS Act or will take advantage of the optional extended transition period before doing so.

Section 107 of the JOBS act allows an EGC to forego any or all of the disclosure exemptions. Any EGC that opts out of the extended transition period must make the SEC aware of this decision when first asked to file a periodic report, registration statement, or any other SEC report that falls under Section 13 of the Exchange Act. The new checkboxes on the listed forms serve as a standardized way to inform the SEC of a company’s status and choice (which, once made, is irrevocable) and can be found with checkboxes regarding a company’s status as accelerated filer. EGCs can be considered accelerated filers, non-accelerated filers, or smaller reporting companies, meaning these boxes should also be appropriately checked.

The final rule can be found here.

Securities Act Forms F-1, F-3, F-4, S-1, S-3, S-4, S-8 and S-11.
Exchange Act Forms 8-K, 20–F and 40-F.

Resources:

IPOs and Transactions: May 1 – 5 / plus M&A whitepaper

There were 45 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Procaccianti Hotel Reit Inc w/ Alston & Bird LLP and Morris, Manning & Martin LLP, Fidelity Southern Corp. w/ Troutman Sanders LLP, Reven Housing Reit Inc. w/ Graubard Miller and Greenberg Traurig, LLP, Sorrento Therapeutics Inc. w/ Paul Hastings LLP and Limoneira Co. w/ Paul Hastings LLP.

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Law firm /Advisor Registrant Symbol Form Industry
Aeglea BioTherapeutics, Inc. AEGLEA BIO-THERAPEUTICS INC AGLE S-3 Pharma preparations
AG Acquisition Group, Inc. AG ACQUISITION GROUP INC ~ 10-12G ~
AirXpanders, Inc. AIRXPANDERS INC 10-12G Wholesale – medical, dental & hospital equipment & supplies
Alston & Bird LLP PROCACCIANTI HOTEL REIT INC ~ S-11 ~
Baker Botts L.L.P. JONES ENERGY INC JONE S-3 Crude petroleum & natural gas
Cassidy & Associates ANVIA HOLDINGS CORP S-1 Blank check
Chapman and Cutler LLP FIRST TRUST ENERGY INCOME & GROWTH FUND FEN N-2 Investors
Chapman and Cutler LLP FIRST TRUST MLP & ENERGY INCOME FUND FEI N-2 Unit investment trusts
CKR Law NEURMEDIX INC 1-A Pharma preparations
CKR Law LLP HYPER-DYNAMICS CORP HDY S-1 Crude petroleum & natural gas
Cooley LLP SHOTSPOTTER INC S-1 Prepackaged software
Cravath, Swaine & Moore LLP IBM CREDIT LLC ~ 10-12G ~
Cravath, Swaine & Moore LLP LAZARD GROUP LLC S-3 Investment advice
Davis Polk & Wardwell LLP KINSALE CAPITAL GROUP INC KNSL S-1 Fire, marine & casualty insurance
Duane Morris LLP SOLIGENIX INC SNGX S-3 Pharma preparations
EAD Law Group, LLC GOLD STANDARD MINING CO ~ S-1 ~
Eaton & Van Winkle LLP AIR INDUSTRIES GROUP AIRI S-1 Aircraft parts & auxiliary equipment
Fenwick & West LLP AEGLEA BIO-THERAPEUTICS INC AGLE S-3 Pharma preparations
Foley & Lardner LLP HEALTH INSURANCE INNOVATIONS INC HIIQ S-3 Insurance agents, brokers & service
Graubard Miller REVEN HOUSING REIT INC RVEN S-11 REITs
Greenberg Traurig, LLP CENTURY COMMUNITIES INC CCS S-4 Operative builders
Greenberg Traurig, LLP REVEN HOUSING REIT INC RVEN S-11 REITs
Hogan Lovells US LLP PARK HOTELS & RESORTS INC PK S-11 Hotels & motels
InPoint Commercial Real Estate Income, Inc. INPOINT COMMERCIAL REAL ESTATE INCOME INC ~ 10-12G ~
K&L Gates LLP VANECK MERK GOLD TRUST OUNZ S-3 Commodity contracts brokers & dealers
Kirkland & Ellis LLP NINE ENERGY SERVICE INC S-1 Oil & gas field services
Latham & Watkins LLP ADVANTAGE SOLUTIONS INC ~ S-1 ~
Ledgewood Law RESOURCE CAPITAL CORP RSO S-3 REITs
Lewis Rice LLC TRUSTCO BANK CORP N Y TRST S-3 State commercial banks
Life Partners Position Holder Trust LIFE PARTNERS POSITION HOLDER TRUST ~ 10-12G ~
Lucosky Brookman LLP YANGTZE RIVER DEVELOPMENT LTD YERR S-3 Real estate
Milbank, Tweed, Hadley & McCloy LLP VANTAGE DRILLING INTERNATIONAL VTG S-1 Drilling oil & gas wells
Morgan, Lewis & Bockius LLP MEI PHARMA INC MEIP S-3 Pharma preparations
Morris, Manning & Martin, LLP PROCACCIANTI HOTEL REIT INC ~ S-11 ~
Morris, Manning & Martin, LLP CARTER VALIDUS MISSION CRITICAL REIT II INC S-11 REITs
O’Neal Law Office HIP CUISINE INC S-1 Retail – eating places
Paul Hastings LLP SORRENTO THERAPEUTICS INC SRNE S-3 Commercial physical & biological research
Paul, Weiss, Rifkind, Wharton & Garrison LLP CENTURY COMMUNITIES INC CCS S-4 Operative builders
Paul, Weiss, Rifkind, Wharton & Garrison LLP MAGNACHIP SEMI-CONDUCTOR CORP MX S-3 Semiconductors & related devices
Pillsbury Winthrop Shaw Pittman LLP AIR INDUSTRIES GROUP AIRI S-1 Aircraft parts & auxiliary equipment
PremierCounsel LLP OWENS REALTY MORTGAGE INC ORM S-3 REITs
Robinson Brog Leinwand Greene Genovese & Gluck P.C. SHOTSPOTTER INC S-1 Prepackaged software
Sanders, Ortoli, Vaughn-Flam, Rosenstadt CANTABIO PHARMA-CEUTICALS INC TBD S-1 Management services
Shearman & Sterling LLP ADVANTAGE SOLUTIONS INC ~ S-1 ~
Shearman & Sterling LLP VENATOR MATERIALS PLC ~ S-1 ~
Silverman Shin & Byrne PLLC HEMISPHERX BIOPHARMA INC HEB S-1 Biological products, except diagnostic substances
Simpson Thacher & Bartlett LLP PARK HOTELS & RESORTS INC PK S-11 Hotels & motels
Skadden, Arps, Slate, Meagher & Flom LLP KINSALE CAPITAL GROUP INC KNSL S-1 Fire, marine & casualty insurance
Squire Patton Boggs LLP LIMONEIRA CO LMNR S-3 Agricultural production-crops
Stradling Yocca Carlson & Rauth, P.C. ENDOLOGIX INC ELGX S-3 Surgical & medical instruments & apparatus
Troutman Sanders LLP FIDELITY SOUTHERN CORP LION S-3 State commercial banks
Vinson & Elkins L.L.P. VENATOR MATERIALS PLC ~ S-1 ~
Vinson & Elkins L.L.P. ROSEHILL RESOURCES INC ROSE S-1 Blank check
Vinson & Elkins L.L.P. ROSEHILL RESOURCES INC ROSE S-3 Blank check
Vinson & Elkins L.L.P. GOODRICH PETROLEUM CORP GDP S-3 Crude petroleum & natural gas
Vinson & Elkins L.L.P. NINE ENERGY SERVICE INC S-1 Oil & gas field services
Wilmer Cutler Pickering Hale and Dorr LLP FORTIVE CORP FTV S-4 Manufacturing industries

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

Video: April’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.

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