Monthly Archives: April 2016

How serious is the SEC about disclosure reform?

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As you will “dramatically” see (and hear) in this video, the SEC is VERY serious about modernizing corporate disclosure. 341 pages worth of serious to be exact.

That’s why Vintage printed up complementary hardcopy versions of the Concept Release for investor relations and corporate compliance departments to study. Trying to read  the SEC’s PDF online is awful.

CLICK THIS BIG BLUE BUTTON TO BE MAILED A COPY.

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PS: If you’re not following this topic yet, you can read a re-cap here.

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“You are all AMAZING! Thank you so much for all your help with our first-time filing!”

Fast turns and spot-on execution 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.

first_place_ribbonVWe can’t not share the good news (anonymized for privacy). Sales can offer you full named references.

Here is just a handful of the week’s notes: 

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Kudos to our EDGAR team

Once again, thanks.

Your promptness to act, guidance, helpfulness and attention to details are very much appreciated by us.

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.Kudos to our Typesetting team

This looks perfect. Thank you very much for your help. We very much appreciate all the hard work you and your team have put in on this filing for us.

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.Kudos to our M&A team

Thanks for keeping me smiling.  I was a nervous wreck!!

 


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.Kudos to our XBRL team

Just wanted to send a huge THANK YOU to you guys for all your help with the K. You guys really made the process so much easier (especially when I think back to all the restatements we had to do last year without any sort of linking!) and made the last minute rush a bit better as we tried to stay on top of various items like XBRL.

There’s a reason I’m an accountant, so I won’t try to stumble too much with words, just know you and your hard work are beyond appreciated! Don’t know about you guys, but I think there will be some celebratory drinks tonight!

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.Kudos to our EDGAR team

I just saw [our] 20-F filed and uploaded onto sec.gov.

I think I’ll rather enjoy the rest of the year. Our sincere thanks to the entire Vintage team!!!

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Our rebrand was not just a logo change – it was a systemic and cultural reform throughout our operations. Our president, Liam Power, challenged his team to deliver the industry’s intelligent value, measured as fast turns and spot-on execution of services. You can meet Liam Power on this video. 

Thanks to our experts for delivering intelligent value!

Dealmakers and executives are optimistic for quality (over quantity) growth, says Vintage M&A panel

Sorry. I cannot type quickly enough to document all of the economic solutions to save the planet reveled during our expert panel at the Mergermarket Life Sciences and Healthcare Forum 2016.

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Economic solutions to save the planet? Yes, our panel was THAT smart.

  • Jeffrey Schwartz, Principal, Bain Capital
  • Peter van der Goes, Managing Director, Goldman Sachs
  • Arek Kurkciyan, Managing Director, Morgan Stanley
  • Fred Hassan, Partner and Managing Director, Warburg Pincus
  • Trevor Loe, Vice President, Vintage

Overall, the panel is optimistic for QUALITY (ie well vetted) deals in the biotech and biopharma sectors as we propel into Q2.

Some of my notes:

  • Dealmakers will benefit from the reassuring factors that helped drive 2015 M&A to its highest levels, although smaller transactions and new sectors may see the most advancement in 2016
  • Acquirers will remain steadfast on their to target for positive market reactions, but now with better discipline regarding deal terms and judgement in reaction to investors demonstrating more diligence when countering deal announcements
  • There is an tangible boardroom confidence that is helping to drive acquisitions
  • Deals will be driven by competitive factors as corporations look for opportunities to strengthen their growth profile
  • Five years of stable growth has proven to chief executives that the post-recession recovery isn’t fleeting, and armed with a massive cash reserve, corporate leaders have the means and confidence to pursue acquisitions or to optimize their portfolio through corporate clarity actions
  • $6 trillion in cash “leftover” from 2015 provides dealmakers the ammunition to make acquisitions for improving earnings
  • CEOS need to “spend the cash” on deals before they feel pressure to return it to shareholders
  • Private equity funds may play a more significant role in the year as capital available for investment purposes is at a new peak
  • Cross-border transactions will continue to provide a significant source of value creation
  • Activist investors will continue to seek expansion

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We brought the power!

Vintage Expert to Lead ‘M&A and Private Equity Outlook’ Panel at Mergermarket Life Sciences and Healthcare Forum 2016

Trevor Loe, Vice President, Compliance & Shareholder Communications joins Bain Capital, Goldman Sachs, Morgan Stanley and Warburg Pincus executives to discuss 2016 trends   

NEW YORK, April 26, 2016 / PR Newswire / — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, today announced that its Vice President of Compliance & Shareholder Communications, Trevor Loe, will be a lead moderator at the Mergermarket Life Sciences and Healthcare Forum 2016 on April 27, 2016 at 10 On The Park, New York City.

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M&A and private equity outlook:

Mr. Loe will pose questions to an all-star panel based on research that large and small-cap transactions alike have been fueling record levels of M&A deal activity within the industry, and the 2016 pipeline remains strong. With financial sponsors well capitalized and corporate valuations seeing record multiples, the panel will debate and discuss what the drivers will be for continued momentum and focus on the following topics:

  • What are the key current M&A trends, and will they continue to hold into 2016 and beyond?
  • Which subsectors have the most potential to drive future M&A and partnering transactions?
  • Current financing trends and their potential to continue into 2016
  • Which subsectors and areas will receive the most VC/PE financing?
  • What’s the outlook for exits and which subsectors will see the highest volume?

The Life Sciences and Healthcare Forum 2016, co-sponsored by Vintage and McDermott Will & Emery, is a full day event. Click here for information: http://mergermarketgroup.com/conf/life-sciences-healthcare-2016.

Agenda: all times are ET

  • 9:00 – Registration and coffee
  • 9:30 – Welcome remarks
  • 9:45 – M&A and private equity outlook
  • 11:15 – Regulation in life sciences and healthcare
  • 12:15 – Lunch
  • 1:45 – IPO outlook
  • 3:30 – Pharma spotlight: Biosimilars
  • 4:30 – Shareholder activism
  • 5:30 – Cocktail reception and networking

Mr. Loe has more than 19 years of experience in the shareholder communications industries.

He is an active member in the local and national chapters of National Investors Relations Institute (NIRI), Association for Corporate Growth (ACG), the Society of Corporate Secretaries & Governance Professionals, the Public Relations Society of America (PRSA) and the International Association of Business Communicators (IABC).  Trevor is a past President of IABC/Detroit. Loe received his BBA in marketing and management from Eastern Michigan University

To keep up-to-date on Vintage’s continued growth, please follow the company in LinkedIn: https://www.linkedin.com/company/vintage-filings-llc

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

About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services.

Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. www.thevintagegroup.com 

About PR Newswire

PR Newswire (www.prnewswire.com) is the premier global provider of multimedia platforms that enable marketers, corporate communicators, sustainability officers, public affairs and investor relations officers to leverage content to engage with all their key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to-end solutions to produce, optimize and target content — from rich media to online video to multimedia — and then distribute content and measure results across traditional, digital, mobile and social channels. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire enables the world’s enterprises to engage opportunity everywhere it exists. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and the Asia-Pacific region, and is a UBM plc company. www.prnewswire.com 

Media Contact:

Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157
bradley.smith@prnewswire.com

 

IPOs and Transactions: April 18 – 22 / plus “Age of Activism” whitepaper

There were 36 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including BNC Bancorp w/ Sichenzia Ross Friedman Ference LLP and Troutman Sanders LLP, Phaserx Inc. w/ Haynes and Boone LLP and Sichenzia Ross Friedman Ference LLP and M III Acquisition Corp. w/ Ellenoff Grossman & Schole LLP and Graubard Miller.

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Law firm / advisor Registrant Symbol Form Industry
Alston & Bird LLP GREENBACKER RENEWABLE ENERGY CO LLC ~ 10-12G ~
Andrews Kurth LLP ENTERPRISE PRODUCTS PARTNERS L P ~ S-3 Pipelines
Broad and Cassel CLS HOLDINGS USA, INC. CLSH S-1 Conglomerates
Brownstein Hyatt Farber Schreck, LLP REAL GOODS SOLAR, INC. RGSE S-3 Building Materials
Cooley LLP GEMPHIRE THERAPEUTICS INC. ~ S-1 ~
Cooley LLP MANNKIND CORP MNKD S-3 Biotech
Cranmore, Fitzgerald & Meaney NORWOOD FINANCIAL CORP NWFL S-4 Regional Banks
Cravath, Swaine & Moore LLP PERFORMANCE HEALTH HOLDINGS CORP ~ S-1 ~
DLA Piper LLP INTERNATIONAL STEM CELL CORP ISCO S-1 ~
DLA Piper LLP NEXVET BIOPHARMA PLC ~ S-3 ~
Ellenoff Grossman & Schole LLP M III ACQUISITION CORP. ~ S-1 ~
Ellenoff Grossman & Schole LLP VIVEVE MEDICAL, INC. VIVMD S-1 ~
Gibson, Dunn & Crutcher LLP CLEARVIEW INTERNATIONAL, LLC ~ S-4 ~
Gibson, Dunn & Crutcher LLP TEJON RANCH CO ~ S-3 Real Estate
Graubard Miller M III ACQUISITION CORP. ~ S-1 ~
Haynes and Boone, LLP PHASERX, INC. ~ S-1 ~
Hogan Lovells US LLP ABACUS INNOVATIONS CORP ~ S-4 ~
Hogan Lovells US LLP LEIDOS HOLDINGS, INC. LDOS S-4 Information Services
Hogan Lovells US LLP URANIUM RESOURCES INC /DE/ URRE S-1 Industrial Metals & Minerals
Honigman Miller Schwartz and Cohn LLP GEMPHIRE THERAPEUTICS INC. ~ S-1 ~
Jones Day COTY INC. COTY S-4 Personal Products
Jones Day GALLERIA CO. ~ S-4 ~
Jones Walker, LLP NORWOOD FINANCIAL CORP NWFL S-4 Regional Banks
Leidos Holdings, Inc. ABACUS INNOVATIONS CORP ~ S-4 ~
Lindquist & Vennum LLP NEW CANTERBURY PARK HOLDING CORP ~ S-4 ~
Lockheed Martin Corporation ABACUS INNOVATIONS CORP ~ S-4 ~
McGee Law Firm, LLC KIBUSH CAPITAL CORP ~ S-1 ~
Mitchell Silberberg & Knupp LLP VIVEVE MEDICAL, INC. VIVMD S-1 ~
Morris, Manning & Martin, LLP NEXPOINT MERGER ARBITRAGE FUND ~ N-2 ~
Nelson Mullins Riley & Scarborough LLP HCSB FINANCIAL CORP HCFB S-1 ~
Norman Law Firm PLLC JRD4256 ENTERPRISES LLC ~ 1-A ~
Robinson, Bradshaw & Hinson, P.A. BNC BANCORP BNCN S-4 Regional Banks
Ropes & Gray LLP PERFORMANCE HEALTH HOLDINGS CORP ~ S-1 ~
Shearman & Sterling LLP CVS HEALTH CORPORATION ~ S-4 Drug Retailers
Shearman & Sterling LLP CVS HEALTH CORPORATION ~ S-3 Drug Retailers
Sichenzia Ross Friedman Ference LLP PHASERX, INC. ~ S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP ABACUS INNOVATIONS CORP ~ S-4 ~
Skadden, Arps, Slate, Meagher & Flom LLP CF CORP ~ S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP COTY INC. COTY S-4 Personal Products
Skadden, Arps, Slate, Meagher & Flom LLP FRONTIER COMMUNICATIONS CORP FTR S-4 Telecom
Skadden, Arps, Slate, Meagher & Flom LLP GALLERIA CO. ~ S-4 ~
Skadden, Arps, Slate, Meagher & Flom LLP LEIDOS HOLDINGS, INC. LDOS S-4 Information Services
Sullivan & Cromwell LLP CIM COMMERCIAL TRUST CORPORATION ~ S-11 REITs
SW Innovative Holdings, Inc. SW INNOVATIVE HOLDINGS, INC. ~ 1-A ~
Szaferman, Lakind, Blumstein & Blader, PC ENDURANCE EXPLORATION GROUP, INC. EXPL S-1 ~
Thompson Hine LLP MORGAN CREEK GLOBAL EQUITY LONG/SHORT INSTITUTIONAL FUND ~ N-2 ~
Troutman Sanders LLP BNC BANCORP BNCN S-4 Regional Banks
V Financial Group, LLC ASIA TRAINING INSTITUTE US, INC. ~ S-1 ~
V Financial Group, LLC EXCEED WORLD, INC. ~ S-1 ~
Voip-Pal.com Inc. VOIP-PAL.COM INC ~ 10-12G ~
Winston & Strawn LLP CF CORP ~ S-1 ~

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: April 18 – 22 / plus “Age of Activism” 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 +
M III ACQUISITION CORP. S-1 Cantor Fitzgerald & Co.
CF CORP S-1 Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Inc. Credit Suisse Securities (USA) LLC
PERFORMANCE HEALTH HOLDINGS CORP S-1 Credit Suisse Securities (USA) LLC Jefferies LLC Robert W. Baird & Co. Inc. / UBS Securities LLC / William Blair & Company, L.L.C. / SunTrust Robinson Humphrey, Inc.
NEXPOINT MERGER ARBITRAGE FUND N-2 Highland Capital Funds Distributor, Inc. ~ ~
GEMPHIRE THERAPEUTICS INC. S-1 Jefferies LLC Cowen and Company, LLC Canaccord Genuity Inc. / Roth Capital Partners, LLC
VIVEVE MEDICAL, INC. S-1 Ladenburg Thalmann & Co. Inc. ~ ~
PHASERX, INC. S-1 Laidlaw & Company (UK) Ltd. ~ ~
MORGAN CREEK GLOBAL EQUITY LONG/SHORT INSTITUTIONAL FUND N-2 Morgan Creek Global Equity Long/Short Institutional Fund ~ ~

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.

TGIV! Vintage offers courtesy hardcopy of the SEC’s Concept Release on corporate disclosure modernization

If you work in investor relations, undoubtedly you’re beginning to study the SEC’s 341-page Concept Release that is studying corporate disclosure with fresh, 21st century eyes. Time will tell, but this seems very important. 

Fortunately, to ease your eyes from PC and/or tablet screen strain, Vintage is printing the Concept Release into a book. It’s still 341 pages but at least now you can read it with your feet up.

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http://e.prnewswire.com/SEC-Disclosure-Concept-Release.html


The SEC’s summary: 

“The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.”

Some of the 340 questions address these points:

  • Principles-based or prescriptive approach to disclosure rules
  • Provide disclosure “layers” to different audiences based on their needs
  • Line item over-disclosure on non-financial matters
  • The materiality of sustainability matters
  • Periodic report exhibit filing requirements of Regulation S-K
  • Scaling requirement by market-cap or sector
  • The fate of the 10-Q
  • Readability and navigability of disclosure documents
  • Recognizing how digital technology has changed the way in which investors consume information
  • For the next 90-days, the public can respond to 340 questions.

Read more here.

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The Ins and Outs of Preparing for an IPO: Phase two (A)

This is the fourth in a series of posts: The Ins and Outs of Preparing for an IPO -What Your Company Needs to Know. 

Phase II – Executing an IPO

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As we discussed in the previous blogs, once the pre-IPO assessment has been completed, identify company should have a clearer idea of some of the challenges it will face, and can shape the steps needed to make the conceptual plan a reality.

Similar to the preparation phase, the time needed to implement these goals should not be underestimated. There can be several months of work needed before the formal IPO launch. This phase can range from one to 12 months, and will require company executives maintain a strong focus on change management approaches, as well as an appreciation of what can reasonably be accomplished within the given time frame.

Building the management team

To convince the investment community that it has the skills and experience needed to undertake an IPO transaction, a company must expand its management capabilities. Investors often say they back the people, not the plan. For the majority of institutional investors, quality of management is the single most important nonfinancial factor when evaluating a new offering.

Most companies seek top management officials with a proven track record in IPOs. In addition, both the executive team and management must demonstrate the capabilities to oversee daily operations. Some companies will turn to individuals who have public company experience in marketing, operations, development and finance.

The CEO is generally focused on investor relations in a public company. The investment community will look to the CEO to articulate and execute the company’s vision. According to PwC, “Many companies also want to put a CFO in place who has previously been through the IPO process.” Meanwhile, according to EY, “Although both the CEO and CFO will need to co-navigate the pre-IPO process, the CEO often becomes the primary liaison with the aftermarket.”

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A key factor to consider when assembling a management team is remuneration and incentives. Remuneration is an area of increasing complexity and an ongoing regulatory challenge. As EY points out, “An IPO presents significant opportunities to deliver remuneration in ways that are not generally available to private companies. Equity can form a key component of remuneration for executives, and can be used to promote the company’s brand among employees.”

Download our S-1 registration workflow chart for a visual understanding of the SEC commenting period.

CLICK HERE to download our S-1 registration workflow chart for a visual understanding of the SEC commenting period.

As market leaders look at innovative ways to recruit and reward their key senior talent with incentives, those incentives may include performance-based compensation structures, share options, greater transparency and employee involvement. High-level incentives and shared ownership by management create the motivation that often leads to strong performance.

The process of assembling an external advisory team should begin well in advance of the IPO launch date. It is generally made up of an array of professionals from fields as diverse as investment banking, legal, public relations, marketing and accounting. The external advisory team should have experience with the IPO process, an existing network of contacts and knowledge of the company’s industry. It’s also critical that the team shares similar long-term goals for the company.


PHASE THREE, PART B WILL BE POSTED NEXT WEEK

 

The SEC and the discussion of modernizing corporate disclosure

Last week, the SEC issued a 341-page concept release looking for public views via questions about the disclosure requirements for “periodic reports” (including earnings).

The focus/goal is reforming both the actual content of corporate disclosures as well as the manner these disclosures are presented and delivered. The SEC first tickled these ideas at the end 2013 in their JOBS Act recommendations to Congress.

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The SEC’s summary: 

“The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K.”

  • How (and if) specific disclosures are important or useful to making investment and voting decisions and whether more, less or different information might be needed
  • How (and if) we could revise our current requirements to enhance the information provided to investors while considering whether the action will promote efficiency, competition, and capital formation
  • How (and if) we could revise our requirements to enhance the protection of investors
  • How (and if) our current requirements appropriately balance the costs of disclosure with the benefits
  • How (and if) we could lower the cost to registrants of providing information to investors, including considerations such as advancements in technology and communications
  • How (and if) we could increase the benefits to investors and facilitate investor access to disclosure by modernizing the methods used to present, aggregate and disseminate disclosure

For the next 90-days, the public can respond to 340 questions sorted into three buckets:

  1. S-K disclosure framework
  2. Information for investment and voting decisions
  3. Presentation and delivery of important information

This discussion is fundamental to next-gen investor relations practitioners and, gulp, to service providers.

From ReedSmith LLP:

“The concept release re-examines some of the most basic foundations of the U.S. disclosure regime and raises fundamental questions about whether the materiality standard is still the best approach to crafting disclosure and whether public companies should write their disclosure for sophisticated, institutional investors rather than for the individual investor. All of the questions posed by the SEC consider the need to balance investor protection with the cost to public companies of preparing disclosure.”

Some of the 340 questions address these points:

  • Principles-based or prescriptive approach to disclosure rules
  • Provide disclosure “layers” to different audiences based on their needs
  • Line item over-disclosure on non-financial matters
  • The materiality of sustainability matters
  • Periodic report exhibit filing requirements of Regulation S-K
  • Scaling requirement by market-cap or sector
  • The fate of the 10-Q
  • Readability and navigability of disclosure documents
  • Recognizing how digital technology has changed the way in which investors consume information

I guess we know what will be on the agenda at the 2016 NIRI Annual Conference this June.

NYSE MKT material news notification policy now aligned with its big board

Effective March 29, 2016 , the NYSE has modified its regulations on the release of material news, amending Section 401 and 402 of the NYSE Markets (MKT) Listed Company Manual related to material news and trading halts. The policy is now the same as the September 2015 policy that NYSE-listed issuers must follow.

Of keen interest to shareholder communicators are these three new policy changes regarding:

  • Pre-market notice
  • Post-closing announcements
  • Methods of releasing material news

Collaterally, the proposal makes the following changes that grant the NYSE the authority to halt trading:

  • During pre-market hours at the request of a listed company
  • When the NYSE requests certain, more clarifying information from an issuer
  • When an NYSE MKT issuer is dual-listed, including as an DR (Depository Receipt), and that other exchange halts trading for its own regulatory motives

Pre-market notice 

Section Sections 401 and 402 of the NYSE MKT Listed Company Manual requires that issuers alert the NYSE preceding the release of material news to the market. This alert – generally the providing of an upcoming news release – is a “heads-up” for the NYSE to evaluate the information and to provide sufficient per-market time and opportunity to halt trading in the company’s securities, if necessary.

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The previous version of the policy requires companies to provide ten minutes in advance of the release of material news, if the news is scheduled for release during the market hours of 9:30 am and 4:00 pm ET. 

For pre-market material disclosures, currently the NYSE MKT requires to be alerted “shortly before” the opening of trading, between 9:00 and 9:30 am ET.  According to the NYSE, most issuers release their material news between 7:00 am and 9:30 am, which, more and more, has the potential to influence pre-market trading on non-USA exchanges as well as on the NYSE itself upon that morning’s opening.

The new amendments expand the pre-market timeframe to begin at 7:00 am ET plus combine that timeframe and the trading hours into one “material” time block. Consequently, following the new amendments, NYSE MKT-listed companies will be required to notify the NYSE at least ten minutes before the release of material news anytime between the hours of 7:00 am and 4:00 pm ET.

To comply with the Material News Policy’s notification requirements during the expanded pre-market hours, listed issuers must call the NYSE MKT’s Market Watch Group at 212-656-5414 or 877-699-2578 and provide a copy of any written form of the material news or non-routine announcement at the same time via email to nysealert@nyse.com.

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Post-closing announcements

The update of the NYSE MKT guidance also affects (effects?)  the release of material news after the close of trading. Specifically, the update states that companies should delay releasing material news until the earlier of either the publication of their security’s official closing price on the NYSE or fifteen minutes after the close of trading at 4:00 pm. This is to avoid interfering with the NYSE MKT’s complete closing procedure.

Methods of releasing material news

The amendments update the methods set forth in SEC under Item 2.02 for releasing material news, which is outdated ie: stating telephone, fax and hand-delivery are acceptable means for disclosure.

Consistent with current synchronized disclosure practices (RegFD-ish), listed companies will be required to either 1.) include the news in a Form 8-K or other appropriate SEC filing or 2.) issue the material news in a news release to reach, at a minimum, Dow Jones, Reuters and Bloomberg Business News.

As always, we’re pleased to work alongside the NYSE to support all issuers with our Best Practices expertise and solutions to streamline the disclosure process for EDGAR filing and news distribution to help mitigate disclosure risk.