Investor relations is leading by (disclosure) example, say experts

Even as the SEC moves to re-shape disclosure requirements, many companies… with IR taking the lead... are making changes to their reporting formats at their own initiative. We asked five leading experts to weigh in.

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Vintage question > Many companies have started voluntarily implementing reforms to their disclosure procedures. According to an EY and FERF survey, 74% of respondents were already taking action to improve their financial reporting. What kinds of measures can companies take on their own? And to the best of your knowledge, what kind of reaction from investors are companies getting to these measures?

Erik Bradbury > We’re finding that many companies are finding innovative and modern ways of improving disclosures to make them more meaningful for investors. We’ve done some research studies on this topic and had a conference recently at Pace University in collaboration with EY, where we brought together regulators, investors, and preparers to talk about some of the changes we’re seeing.

v-redthe-irwhitepaperOur view is that if we want to improve capital markets overall and help investors understand financials through disclosure, we need to have an open mind and consider the best way to get information in the hands of investors so that it can be digested easily and in the most efficient way. That’s how we see all the efforts of the SEC, but also arguably many of the voluntary efforts of our companies that they’ve made to improving disclosure. GE is an outlier – they’ve done some
of the most extensive improvement efforts – but there are other companies that have made incremental improvements over the years. And the innovation and improvements in disclosure that companies are voluntarily taking on are benefiting investors. It’s very clear, and these need to continue.

Where the SEC has a role in this is that they can continue to encourage and, more importantly, remove barriers to disclosure to allow for more innovation. One of the biggest risks to improvement efforts right now is fear. The fear is, “If I change this disclosure, what is the SEC going to think? If I previously agreed to add this disclosure and now I’m five years removed, is it still important?” Fear might prevent you from making those changes.

What I think the SEC has recognized is that they do have a role to play in improving disclosure for the benefit of investors overall. That’s why these proposals are important, because they ask users, preparers, investors, analysts, and stakeholders what they think about certain disclosures and where they can improve, and whether they should focus on the principle or rules-based regime, whether they should remove bright-line disclosures, whether there should be sunset provisions, and so on.

Robert Herz > I think that voluntary efforts are clearly a good and important part of the solution, and companies have been doing a number of things. Erik provided a great example in General Electric – they’ve done very comprehensive revamping of their disclosure documents. Last year, they issued a 65-page document called their “Integrated Summary Report,” which basically takes what management thinks is the most important information from their annual report, their sustainability report, and their proxy, puts it all together and says, “Here’s what we think is most important and here’s how it all relates together.”

At the same time, they didn’t do away with the separate documents. But they did this other, more concise document as well. Of course, companies like GE that have hundreds of financial reporting professionals, lawyers, and all sorts of resources can do that. Other large companies could also do it, but for most companies, I think they can only make more modest efforts without broader rule changes.

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Broc Romanek > On the disclosure side, companies are beginning to draft their proxies so that they’re more usable, and I think “usability” is a key term – I’ve been emphasizing this for 15 years now. One example of measuring usability is to have subjects use the internet, either on a mobile device or a laptop, and have scientists observe how they actually use it. The reality is that how people think they act online is quite different from how they actually act.

Applying these usability principles to disclosure documents is important, because to the extent we as disclosure lawyers can draft our documents in ways that make it more likely for an investor to be able to navigate and consume them, the more likely investors are to read them. They’re also more likely to find information that they might not find otherwise. These principles can be applied to the print documents as well, and some companies have been doing that.

Part of the solution is to use more graphs and charts, but also change the actual narrative sections – for example, using proper headings that are more descriptive. This goes back to the plain English movement that the SEC forced on companies back in the mid-’90s, when they required companies to start writing their proxy statements in plain English. This is that all over again, but a voluntary effort. The SEC isn’t forcing companies to do it – at least not yet.

But I do want to emphasize one thing, which is that if something is only voluntary, it’s typically not at the top of a company’s list of priorities. We’re living in an era of incredibly rapid change and limited resources in the legal department. Then, you also have companies that purposely don’t want to make it easier for investors to read their documents.

Anna Pinedo > Companies are indeed beginning to eliminate repetitive disclosures on their own. For example, instead of including critical accounting policies in the MD&A section, they are cross-referencing to the notes to the financial statements. Similarly, other disclosures in the MD&A are being eliminated to the extent contained in the notes to the financial statements. Clients are also including charts and graphs in their filings, which are much more investor-friendly formats, and these are being well-received. In proxy statements, we had already seen much greater use of charts, graphs and images.

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IPOs and Transactions: Feb 13 – 17 / plus “Billion Dollar Questions” M&A whitepaper

There were 41 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Atossa Genetics w/ Gibson, Dunn & Crutcher LLP, Great Basin Scientific Inc. w/ Ellenoff Grossman & Schole LLP and Mitchell Silberberg & Knupp LLP, Medley LLC w/ Fried, Frank, Harris, Shriver & Jacobson LLP and Winston & Strawn LLP and Monster Digital Inc. w/ Manatt, Phelps & Phillips LLP and Reg A+ registration Legion M Entertainment Inc. w/ KHLK LLP.

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

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Law firm / advisor Registrant Symbol Form Industry
ABT Holdings, Inc. ABT HOLDINGS INC ~ 10-12G ~
Allen & Overy LLP EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Alston & Bird LLP FS CREDIT REAL ESTATE INCOME TRUST INC ~ S-11 REITs
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 Insurance agents, brokers & service
Baker Botts L.L.P. LIBERTY OILFIELD SERVICES INC ~ S-1 Oil & gas field services, not elsewhere classified
Bart and Associates, LLC NEW AGE BEVERAGES CORP NBEV S-1 Malt beverages
Brilleman Law CODA OCTOPUS GROUP INC CDOC 10-12G Search, detection, navigation, guidance, aeronautical & nautical systems
Cooley LLP ONCOBIOLOGICS INC ONS S-1 Biological products, except diagnostic substances
Corporate Investments Group, Inc. CORPORATE INVESTMENTS GROUP INC ~ 1-A Security brokers, dealers & flotation companies
David Lubin & Associates, PLLC COOL TECHNOLOGIES INC WARM S-1 Educational services
Davis Polk & Wardwell LLP BANK OF N.T. BUTTERFIELD & SON LTD NTB F-1 Commercial banks
Ellenoff Grossman & Schole LLP MATLIN & PARTNERS ACQUISITION CORP ~ S-1 Blank checks
Ellenoff Grossman & Schole LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical & medical instruments & apparatus
Freshfields Bruckhaus Deringer US LLP MATLIN & PARTNERS ACQUISITION CORP ~ S-1 Blank checks
Fried, Frank, Harris, Shriver & Jacobson LLP MEDLEY LLC MDLQ S-1 Investment advice
Gennari Aronson LLP BOSTON OMAHA CORP ~ S-1 Real estate operators & lessors
Gibson, Dunn & Crutcher LLP EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Gibson, Dunn & Crutcher LLP ATOSSA GENETICS INC ATOS S-1 Surgical & medical instruments & apparatus
Goodwin Procter LLP MULESOFT INC ~ S-1 Prepackaged software
Gutierrez Bergman Boulris, PLLC AVRA MEDICAL ROBOTICS INC ~ S-1 ~
Hewlett-Packard Enterprise Company EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Honigman Miller Schwartz and Cohn LLP SUNSHINE HEART INC SSH S-1 Electromedical & electrotherapeutic apparatus
Hunter Taubman Fischer & Li LLC CONSUMER CAPITAL GROUP INC CCGN S-1 Wholesale – groceries & related products
John E. Lux, Esq., Attorney at Law ALFACOURSE INC ~ S-1 ~
KHLK LLP LEGION M ENTERTAINMENT INC ~ 1-A Motion picture & video tape production
Kinetic Group Inc. KINETIC GROUP INC ~ S-1 ~
Latham & Watkins LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Latham & Watkins LLP WEATHERFORD INTERNATIONAL PLC WFT S-3 Oil & gas field machinery & equipment
Latham & Watkins LLP TRADING DESK INC ~ S-1 Computer programming services
Lowenstein Sandler LLP ADGERO BIO-PHARMACEUTICALS HOLDINGS INC ~ S-1 Pharma preparations
Manatt, Phelps & Phillips, LLP MONSTER DIGITAL INC MSDI S-1 Computer storage devices
Matrix Oil Management Corp. ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Messerli & Kramer P.A. ASURE SOFTWARE INC ASUR S-3 Computer integrated systems design
Mitchell Silberberg & Knupp LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical & medical instruments & apparatus
Nelson Mullins Riley & Scarborough LLP FIRST BANCORP FBNC S-3 State commercial banks
Ortoli Rosenstadt LLP CONSUMER CAPITAL GROUP INC CCGN S-1 Wholesale – groceries & related products
Osler, Hoskin & Harcourt LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Pacific Continental Corporation COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Paul Hastings LLP VIKING THERAPEUTICS INC VKTX S-3 Pharma preparations
Pillsbury Winthrop Shaw Pittman LLP COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Porter Hedges LLP ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Pubco Advisory Service ARTIN CONSULTING INC ~ S-1 ~
Reed Smith LLP NEW AGE BEVERAGES CORP NBEV S-1 Malt beverages
Rogers & Hardin LLP REGIONAL HEALTH PROPERTIESINC ~ S-4 ~
Ropes & Gray LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Securities Compliance Group AMERICAN GAS & TECHNOLOGY LP ~ 1-A ~
Steele Oceanic Corporation STEELE OCEANIC CORP SELR 10-12G Phonograph records & prerecorded audio tapes & discs
Stem Holdings, Inc. STEM HOLDINGS INC ~ 10-12G ~
Stikeman Elliott LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Strasburger & Price, LLP ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Sullivan & Cromwell LLP BANK OF N.T. BUTTERFIELD & SON LTD NTB F-1 Commercial banks
Sullivan & Cromwell LLP COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Thompson Hine LLP ALPHACENTRIC PRIME MERIDIAN INCOME FUND ~ N-2 ~
Vinson & Elkins L.L.P. VANTAGE ENERGY ACQUISITION CORP ~ S-1 ~
Vinson & Elkins L.L.P. LIBERTY OILFIELD SERVICES INC ~ S-1 Oil & gas field services
Weil, Gotshal & Manges LLP VANTAGE ENERGY ACQUISITION CORP ~ S-1 ~
Wilson Sonsini Goodrich & Rosati PC TRADING DESK INC ~ S-1 Computer programming services
Wilson Sonsini Goodrich & Rosati, P.C. MULESOFT INC ~ S-1 Prepackaged software
Winston & Strawn LLP MEDLEY LLC MDLQ S-1 Investment advice

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: Feb 13 – 17 / plus M&A whitepaper

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 +
ATOSSA GENETICS INC S-1 Aegis Capital Corp. ~ ~
AXA EQUITABLE LIFE INSURANCE CO S-3 AXA Advisors, LLC AXA Distributors, LLC ~
COOL TECHNOLOGIES INC S-1 Bellridge Capital, LP ~ ~
CONSUMER CAPITAL GROUP INC S-1 Boustead Securities, LLC Network 1 Financial Securities, Inc. ~
MATLIN & PARTNERS ACQUISITION CORP S-1 Cantor Fitzgerald & Co. ~ ~
CANADA GOOSE HOLDINGS INC F-1 CIBC World Markets Inc. / Credit Suisse Securities LLC / Goldman, Sachs & Co. / RBC Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Inc. / Morgan Stanley & Co. LLC / Barclays Capital Inc. / BMO Capital Markets Corp. TD Securities Inc. / Wells Fargo Securities, LLC / Canaccord Genuity Inc. / Nomura Securities International, Inc. / Robert W. Baird & Co. Inc.
VANTAGE ENERGY ACQUISITION CORP S-1 Citigroup Global Markets Inc. ~ ~
TRADING DESK INC S-1 Citigroup Global Markets Inc. Jefferies LLC / RBC Capital Markets, LLC Needham and Company, LLC / Raymond James & Associates, Inc.
MEDLEY LLC S-1 FBR Capital Markets & Co. ~ ~
BANK OF N.T. BUTTERFIELD & SON LTD F-1 Goldman, Sachs & Co. Citigroup Global Markets Inc. Sandler O’Neill & Partners, L.P. / Keefe, Bruyette & Woods, Inc.
MULESOFT INC S-1 Goldman, Sachs & Co. / J.P. Morgan Securities LLC / Merrill Lynch, Pierce, Fenner & Smith Inc. Allen & Company LLC / Barclays Capital Inc. / Jefferies LLC Canaccord Genuity Inc. / Piper Jaffray & Co. / William Blair & Company, L.L.C.
LIBERTY OILFIELD SERVICES INC S-1 Morgan Stanley & Co. LLC Goldman, Sachs & Co. ~
GREAT BASIN SCIENTIFIC INC S-1 Roth Capital Partners, 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.

 

“All printed proxy statements shall be in roman type at least as large and as legible as 10-point modern type”

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Amazingly, that is one of the many retentive guidelines the SEC published regarding the production of your proxy document in 2017. Although, judging by the work we produce for our clients, holding to the intent and spirit of the font guideline is acceptable… aka: yes, you can use Arial and Helvetica now, too. 

That’s just one of the details companies must work through annually. Our SEC Reporting Rules Guidebooks has 325 pages JUST on proxy materials. Request your free books HERE. (These are hardcopy books that we ship to you)

Layout guidelines, Rule 14a-5, include:

(a) The information included in the proxy statement shall 
be clearly presented and the statements made shall be 
divided into groups according to subject matter and the 
various groups of statements shall be preceded by 
appropriate headings. The order of items and sub-items  
in the schedule need not be followed. 

Where practicable and appropriate, the information shall 
be presented in tabular form. All amounts shall be 
stated in figures. Information required by more than one 
applicable item need not be repeated. No statement need  
be made in response to any item or sub-item which is 
inapplicable.

(d)(1) All printed proxy statements shall be in roman 
type at least as large and as legible as 10-point modern 
type, except that to the extent necessary for convenient 
presentation financial statements and other tabular data, 
but not the notes thereto, may be in roman type at least 
as large and as legible as 8-point modern type. All such 
type shall be leaded at least 2 points.

(2) Where a proxy statement is delivered through an 
electronic medium, issuers may satisfy legibility 
requirements applicable to printed documents, such as 
type size and font, by presenting all required information 
in a format readily communicated to investors.

Beyond font considerations, companies are creating proxy documents that boldly cross over from mere SEC compliance into true shareholder communications. In fact, in EY’s most recent survey on corporate disclosures, 41% of issuers reported they were reducing flat text narrative in favor of graphs, charts and infographics.

All of the discussions and recommendation we are now having within the planning stage with our clients have started with our 2017 Proxy Design Templates guide.

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As you’ll learn, we’ve streamlined many of visual decisions companies need to address – allowing investor relations teams, corporate secretaries and counsel to focus on the financial tables’ content and not the table’s header color.

Corporate brand and shareholder engagement, once the mantle of the annual report, now reside in the proxy.  

Vintage Dominated the Mini-IPO Registration Process Throughout 2016

Fast turns, spot-on execution and absolute cost transparency drove Vintage’s Regulation A+ (Reg A+) corporate filings leadership throughout 2016… and the momentum into 2017. 

Compared directly aside the company’s top two SEC transactions competitive peers, Vintage has earned 67% of 2016’s marketshare.

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Reg A+ is an updated rule to the existing Regulation A exemption for smaller issuers and was mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act. It allows smaller companies to offer and sell up to $50 million of securities within a 12-month period, subject to eligibility, disclosure and reporting requirements.

In addition to its spot-on execution, Vintage’s thought-leadership also contributes to their dominance. Examples include the DIY worksheet that guides a company through the different information they will need to collect as well as educational webinars.

The RegA+ worksheet can be downloaded here

Webinars:

In addition to 2016’s leadership, Vintage has been the #1 filing agent since Reg A+ first became effective in June 2015. Vintage has worked with as many companies as the three next filing agents combined.

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Vintage has adjusted its traditional S-1 IPO team to escort its emerging growth company clients through the Form 1-A process, exercising the same detailed oversight in the offering’s drafting and filing with the SEC.  A mini-IPO is a smaller filing, but it is no less compliant than one of the larger S-1 filings Vintage creates and files for later-stage companies.

Beyond the capital markets practice group that works with law firms, investment banks and M&A deal-drivers, Vintage also supports two other practice groups:

  • Corporate Services, which supports public companies with compliance and shareholder communications solutions
  • Institutional & Fund Services for investment management and mutual fund organizations

Vintage is headquartered in New York City with regional sales and service offices throughout the US and internationally. The company is now part of the expanding and worldwide Cision, Inc. organization.

 

 

NEW WHITEPAPER: The role of IR in competitive intelligence

Investor relations officers’ competitive information gathering typically starts with comparative valuation data and stock performance, as well as commentary on industry, product and market trends and performance. Because IROs are situated in a daily environment where information of all types can flow broadly and rapidly across multiple channels, they have the opportunity to make unique contributions to competitive-intelligence gathering within the organization.

discl-buttonIR sits very much in the flow of strategically important information, ranging from financial performance and competitive positioning of peers to industry trends and the value investors are willing to place on different management strategies and actions. Sometimes, this information is available nowhere else.

Tools like DisclosureNet offer detailed insights into the comparative AND competitive new, financial filings and sector drivers.


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While this intelligence-gathering role has been carried out informally by IROs in the past, the responsibility is increasingly becoming a formal part of the IRO’s job description. A recent survey of IROs found this aspect of the role has grown to be a recognized part of the IR team’s mandate, with 95 percent of IROs reporting that they regularly gather information on their company’s market competitors.

vintage_ir_competitiveintelligence300Nearly two thirds of IROs report that their intelligence-gathering effort feeds senior management’s strategic discussions and decision-making, while 61 percent say it informs IR strategy and 22 percent report regularly providing competitive intelligence to board members.

Call it competitive intelligence, market intelligence, media monitoring or something else, a successful intelligence gathering function shares a few common characteristics that translate into effectiveness, efficiency and strategic importance.

This white paper explores the evolving role of IR in competitive intelligence and how industry thought leaders across North America are taking it on as part of the IR mandate.

The SEC is closed for Presidents’ Day: Monday, February 20th

In honor of Presidents’ Day, the SEC is closed on Monday, February 20, 2017. No files can be received.

Files submitted after 5:30 pm ET, Friday, February 17, 2017 will receive a filing date of Tuesday, February 21, 2017 and will be posted to the public on February 21, 2017 at 6:00 am ET.

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As with other holiday closings, the following file types will receive a Friday, January 17, 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, February 20, 2017, the SEC will move the due date of Tuesday, February 21, 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: Feb 6 – 10 / plus 2016’s top law firms

There were 28 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including XG Technology Inc. w/ Robinson Brog Leinwand Greene Genovese & Gluck P.C. and XCEL Brands Inc. w/ Blank Rome LLP.

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
Alston & Bird LLP ADVAXIS INC ADXS S-3 Pharma. preparations
Bioptix, Inc. BIOPTIX INC BIOP S-3 In vitro & in vivo diagnostic substances
Blank Rome LLP XCEL BRANDS INC XELB S-3 Services – business services
Brownstein Hyatt Farber Schreck, LLP REAL GOODS SOLAR INC RGSE S-3 Special trade contractors
Crowell & Moring LLP NOVUME SOLUTIONS INC ~ S-4 ~
Debevoise & Plimpton LLP ATKORE INTERNATIONAL GROUP INC ATKR S-1 Misc. electrical machinery, equipment & supplies
DLA Piper LLP MAST THERAPEUTICS INC MSTX S-4 Pharma. preparations
Gibson, Dunn & Crutcher LLP NOODLES & CO NDLS S-1 Eating places
Hogan Lovells US LLP 21ST CENTURY FOX AMERICA INC FOX S-4 Newspapers: publishing or publishing & printing
Jones Day FTS INTERNATIONAL INC ~ S-1 Oil & gas field services
Latham & Watkins LLP ATKORE INTERNATIONAL GROUP INC ATKR S-1 Misc. electrical machinery, equipment & supplies
Latham & Watkins LLP ENERGY TRANSFER EQUITY L.P. ETE S-3 Natural gas transmission
Latham & Watkins LLP FDO HOLDINGS INC ~ S-1 Lumber & other building materials dealers
Latham & Watkins LLP JILL INTERMEDIATE LLC ~ S-1 Women’s, misses’, & juniors outerwear
Latham & Watkins LLP PROPETRO HOLDING CORP ~ S-1 Oil & gas field services
McGuireWoods LLP CNX COAL RESOURCES LP CNXC S-3 Bituminous coal & lignite surface mining
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. CATASYS INC CATS S-1 Services – miscellaneous health & allied services
Nason, Yeager, Gerson, White & Lioce, P.A. TIMEFIREVR INC BDLF S-1 Crude petroleum & natural gas
Olshan Frome Wolosky LLP AMERI HOLDINGS INC SPAZ S-1 Semiconductors & related devices
Paul, Weiss, Rifkind, Wharton & Garrison LLP JILL INTERMEDIATE LLC ~ S-1 Women’s, misses’, & juniors outerwear
Proskauer Rose LLP FDO HOLDINGS INC ~ S-1 Lumber & other building materials dealers
Robinson Brog Leinwand Greene Genovese & Gluck P.C. GLYECO INC GLYE S-1 Miscellaneous chemical products
Robinson Brog Leinwand Greene Genovese & Gluck P.C. XG TECHNOLOGY INC XGTI S-3 Communications
Shearman & Sterling LLP FTS INTERNATIONAL INC ~ S-1 Oil & gas field services
Sichenzia Ross Ference Kesner NOVUME SOLUTIONS INC ~ S-4 ~
Sichenzia Ross Ference Kesner LLP HEALTHLYNKED CORP ~ S-1 Offices & clinics of doctors of medicine
Sichenzia Ross Ference Kesner LLP MABVAX THERAPEUTICS HOLDINGS INC MBVX S-1 Pharma. preparations
Sichenzia Ross Ference Kesner LLP MARATHON PATENT GROUP INC MARA S-1 Patent owners & lessors
Sidley Austin LLP PROSHARES SHORT EURO AGQ S-1 Commodity contracts brokers & dealers
Sidley Austin LLP PROSHARES SHORT EURO AGQ S-1 Commodity contracts brokers & dealers
State Agent & Transfer Syndicate, Inc. HICLASST INC ~ S-1 ~
Sullivan & Cromwell LLP EASTMAN KODAK CO KODK S-3 Photographic equipment & supplies
Vinson & Elkins L.L.P. PROPETRO HOLDING CORP ~ S-1 Oil & gas field services
Vinson & Elkins LLP GOODRICH PETROLEUM CORP GDP S-1 Crude petroleum & natural gas
White & Case LLP NOODLES & CO NDLS S-1 Eating places
Wilson Sonsini Goodrich & Rosati, PC MAST THERAPEUTICS INC MSTX S-4 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: Feb 6 – 10 / plus 2016’s top law firms

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 +
ADVAXIS INC S-3 Cantor Fitzgerald & Co. ~ ~
CNX COAL RESOURCES LP S-3 CONSOL Energy Inc. ~ ~
FTS INTERNATIONAL INC S-1 Credit Suisse Securities LLC Morgan Stanley & Co. LLC ~
ATKORE INTERNATIONAL GROUP INC S-1 Credit Suisse Securities LLC Deutsche Bank Securities Inc. J.P. Morgan Securities LLC. / UBS Securities LLC
PROPETRO HOLDING CORP S-1 Goldman, Sachs & Co. / Barclays Capital Inc. / Credit Suisse Securities LLC J.P. Morgan Securities LLC / Evercore Group L.L.C. / Piper Jaffray & Co. / RBC Capital Markets, LLC Raymond James & Associates, Inc. / Tudor, Pickering, Holt & Co. Securities, Inc. / Deutsche Bank Securities Inc. / Johnson Rice & Company L.L.C.
NOODLES & CO S-1 Jefferies LLC ~ ~
FDO HOLDINGS INC S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. Barclays Capital Inc. Credit Suisse Securities LLC / UBS Securities LLC
JILL INTERMEDIATE LLC S-1 Merrill Lynch, Pierce, Fenner & Smith Inc. / Morgan Stanley & Co. LLC / Jefferies LLC Deutsche Bank Securities Inc. / RBC Capital Markets, LLC / UBS Securities LLC Wells Fargo Securities, LLC / Cowen and Company, LLC / Macquarie Capital Inc. / SunTrust Robinson Humphrey, 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.

Have a great week.

Dodd-Frank as a profit center

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Despite the unknown future of Dodd-Frank at the highest level, one element – the whistleblower program – closed out 2016 with record year in “revenue.”

As last year drew to an end, the SEC issued its 2016 annual report on the Dodd-Frank Whistleblower Program to Congress, revealing that 2016 was a record year for the initiative. Since its roll-out in 2011, the program had paid over $111 million in awards to whistleblowers who have come forward with information of corporate fraud. The SEC has generated over $500 million in penalties.

It’s notable that the program has been on an upswing: The SEC awarded $57 million in fiscal year 2016 alone – more than in all prior fiscal years combined.

Now, in 2017, the investment industry shouldn’t expect much of a slowdown for the whistleblower program, as long as the program—and Dodd-Frank itself—remains untouched under Donald Trump.

“Cyber” + whistleblower = a new risk

A new, emerging area of whistleblower concern for issuers and investment firms is the company’s ability to protect itself – and its customers – against cybersecurity breaches… specifically, should the firm fail to have adequate control measures in place. This new area of risk is creating significant whistleblower opportunities for employees (in the IT group?) and may fall under the radar of corporate whistleblowing initiatives. Whistleblowing is not ONLY about fiscal shenanigans.  

hat2As “we the people” usher in our new administration – one with a different take on financial regulation that is expected to push for sweeping policy changes – and as the SEC undergoes a change in leadership, there is likely to be a period of uncertainty regarding regulatory and compliance issues.

Our SEC Reporting & Filing in the Trump Administration” webinar discussed this in detail: LISTEN HERE.

The whistleblower office at the SEC is expected to survive, however, and companies should prepare accordingly. While the program could change from its current form, outright repeal would likely require positive legislative action, including passage through both House and Senate, which is considered to be an uphill battle given the bipartisan support the whistleblower program currently enjoys.