Monthly Archives: May 2016

IPOs and Transactions: May 23 – 27 / plus Reg A+ Form 1-A Worksheet

There were 33 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Protea Biosciences Group Inc. w/ CKR Law LLP and Sichenzia Ross Friedman Ference LLP and XG Technology Inc. w/ Robinson Brog Leinwand Greene Genovese & Gluck P.C. 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 firm / advisor Registrant Symbol Form Industry
Alston & Bird LLP GREENBACKER RENEWABLE ENERGY CO LLC ~ S-1 ~
Baker Botts L.L.P. JONES ENERGY HOLDINGS LLC JONE S-3 Exploration & Production
Bass Berry & Sims PLC MRI INTERVENTIONS INC MRIC S-1 Medical Equipment
Bjornson Law Offices, PLLC GLACIER BANCORP INC GBCI S-4 Banks
Bryan Cave LLP CENTENE CORP CNC S-4 Health Care Providers
CKR Law LLP PROTEA BIOSCIENCES GROUP INC PRGB S-1 Biotech
Cleary, Gottlieb, Steen & Hamilton CARBO CERAMICS INC CRR S-3 Oil Equipment & Services
Clifford Chance US LLP NATIONAL STORAGE AFFILIATES TRUST ~ S-3 ~
Cooley LLP SELECTA BIOSCIENCES INC ~ S-1 ~
Crowell & Moring LLP GIGPEAK INC GIG S-3 Semiconductors
Dechert LLP CAREY CREDIT INCOME FUND 2017 T ~ N-2 ~
Dorsey & Whitney LLP AMEDICA CORP AMDA S-1 Medical Supplies
Ellenoff Grossman & Schole LLP HIGHLAND ACQUISITION CORP ~ S-1 ~
Ellenoff Grossman & Schole, LLP AMEDICA CORP AMDA S-1 Medical Supplies
Fredrikson & Byron, P.A. MRI INTERVENTIONS INC MRIC S-1 Medical Equipment
Gewerter & Dowling ATLANTIC ACQUISITION INC ~ S-1 ~
Goodwin Procter LLP TWILIO INC ~ S-1 ~
Graubard Miller HIGHLAND ACQUISITION CORP ~ S-1 ~
Hogan Lovells US LLP APPLE HOSPITALITY REIT INCORPORATED APLE S-4 ~
Latham & Watkins LLP SELECTA BIOSCIENCES INC ~ S-1 ~
Latham & Watkins LLP TWILIO INC ~ S-1 ~
Legal & Compliance, LLC IEG HOLDINGS CORP IEGH S-1 Specialty Finance
McGuireWoods LLP APPLE HOSPITALITY REIT INCORPORATED APLE S-4 ~
Miller Nash Graham & Dunn LLP GLACIER BANCORP INC GBCI S-4 Banks
Morgan, Lewis & Bockius LLP NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND INCORPORATED NAZ N-2 Equity Investment Instruments
Morris, Manning & Martin, LLP GREENBACKER RENEWABLE ENERGY CO LLC ~ S-1 ~
Olshan Frome Wolosky LLP IEG HOLDINGS CORP IEGH S-1 Specialty Finance
Planet Fitness, Inc. PLANET FITNESS INC PLNT S-1 ~
Robinson Brog Leinwand Greene Genovese & Gluck P.C. XG TECHNOLOGY INC XGTI S-3 Telecomm Equipment
Ropes & Gray LLP PLANET FITNESS INC PLNT S-1 ~
Ropes & Gray LLP BLACKSTONE ALTERNATIVE ALPHA FUND ~ N-2 ~
Ropes & Gray LLP BLACKSTONE ALTERNATIVE ALPHA FUND II ~ N-2 ~
Ropes & Gray LLP STEMCELLS INC STEM S-1 Biotech
Securus Law Group, P.A. FUTURELAND CORP AEGA S-1 Specialty Finance
Sichenzia Ross Friedman Ference LLP PROTEA BIOSCIENCES GROUP INC PRGB S-1 Biotech
Sichenzia Ross Friedman Ference LLP TROVAGENE INCORPORATED TROV S-3 Biotech
Simpson Thacher & Bartlett LLP PLANET FITNESS INC PLNT S-1 ~
Stroock & Stroock & Lavan LLP A&Q MASTERS FUND ~ N-2 ~
Troutman Sanders LLP PARAGON COMMERCIAL CORP ~ S-1 ~
Troutman Sanders LLP SQN ASSET INCOME FUND V L.P ~ S-1 ~
Vorys, Sater, Seymour and Pease LLP PEOPLES BANCORP INC PEBO S-3 Banks
Wilson Sonsini Goodrich & Rosati, P.C. CAREDX INCORPORATED CDNA S-3 Medical Supplies
Wyrick Robbins Yates & Ponton LLP PARAGON COMMERCIAL CORP ~ S-1 ~
Wyrick Robbins Yates & Ponton LLP CORMEDIX INC CRMD S-3 Pharmaceuticals

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: May 23 – 27 / 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 +
BLACKSTONE ALTERNATIVE ALPHA FUND N-2 Blackstone Advisory Partners L.P. ~ ~
BLACKSTONE ALTERNATIVE ALPHA FUND II N-2 Blackstone Advisory Partners L.P. ~ ~
TROVAGENE INCORPORATED S-3 Cantor Fitzgerald & Co. ~ ~
TWILIO INC S-1 Goldman, Sachs & Co. J.P. Morgan Securities LLC Allen & Company LLC / Pacific Crest Securities / JMP Securities LLC / William Blair & Company, L.L.C. / Canaccord Genuity Inc.
PLANET FITNESS INC S-1 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc. Jefferies LLC
FUTURELAND CORP S-1 Kodiak Capital Group, LLC ~ ~
AMEDICA CORP S-1 Ladenburg Thalmann & Co Inc. Maxim Group LLC ~
HIGHLAND ACQUISITION CORP S-1 Ladenburg Thalmann & Co. Inc. ~ ~
PROTEA BIOSCIENCES GROUP INC S-1 Laidlaw & Company (UK) Ltd. ~ ~
STEMCELLS INC S-1 Maxim Group LLC ~ ~
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND INCORPORATED N-2 Nuveen Securities, LLC ~ ~
PARAGON COMMERCIAL CORP S-1 Raymond James & Associates, Inc. Sandler O’Neill & Partners, L.P. ~
MRI INTERVENTIONS INC S-1 Roth Capital Partners, LLC Chardan Capital Markets, LLC ~
SELECTA BIOSCIENCES INC S-1 UBS Securities LLC Stifel, Nicolaus & Company, Inc. Canaccord Genuity Inc. / Needham & Company, 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.

Expert from Vintage To Speak on SEC Regulation A+ and the “Mini IPO” at Marcum MicroCap Conference

Panel discussion: The pros, cons and limitations – how to determine if Regulation A+ is right for your company 

NEW YORK, May 27, 2016 /PRNewswire/ Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to announce that their Director of EDGAR Operations, Chris Pinilla, has joined a panel of industry experts to offer insight on the process of SEC Regulation A+. The panel will be presenting at the 2016 Marcum MicroCap Conference held on June 1 – 2 at the Grand Hyatt, NYC.

In advance of the conference, Vintage has released its Regulation A+ Worksheet for Form 1-A. This document will guide Emerging Growth Companies and their advisors through the Reg A+ SEC filing process.

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Marcum MicroCap Conference Panel: Understanding Regulation A+ and the ‘Mini IPO’ 

Moderator:
David Feldman, Partner, Duane Morris LLP

Speakers include: 

  • Chris Pinilla, Vintage
  • Cromwell Coulson, OTC Markets Group Inc.
  • Mark Elenowitz, Tripoint Global Equities, LLC
  • John Hughes, Marcum LLP

In addition to Mr. Pinilla, representatives from Vintage will be attending the conference to discuss many topics germane to Emerging Growth Companies regarding SEC compliance and shareholder communications.

Vintage is the #1 filing agent of SEC Form 1-A (Reg A+) filings on behalf of their clients.

Download the worksheet here: http://e.prnewswire.com/Vintage_RegA_Worksheet.html

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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. 

About PR Newswire

PR Newswire 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. 

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage
+1 201.942.7157

bradley.smith@prnewswire.com

“Super! Thanks again for all your help and speedy responses. You guys are the best!”

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 Typesetting team

Many thanks to everyone on your team for your excellent work and amazing turnaround time.

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.Kudos to our EDGAR team

“Thank you for your help with our 10-K, proxy and other filings.

We look forward to working again with you very soon on our 10-Q!

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.Kudos to our S-1 team

Everything looks good to me!  Our auditor has to sign off on Draft 3 though, but I don’t expect any further comments.

My thanks to everyone for making this process so smooth and easy for me – I greatly appreciate it.

 


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.Kudos to our XBRL team

All’s well that ends well – thanks very much for the rush.  We do appreciate it. (and the exhibit looked good, so doubly good)

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.Kudos to our EDGAR team

Thank you for all the help on this filing, and thank you again for the quick turnaround on today’s changes.

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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!

The SEC is closed for Memorial Day: Monday, May 30

memdayIn honor of Memorial Day, the SEC is closed on Monday, May 30, 2016. No files can be received.

Files submitted after 5:30 pm ET, Friday, May 27, 2016 will receive a filing date of Tuesday, May 31, 2016 and will be posted to the public on May 31, 2016.

As with other holiday closings, the following file types will receive a Friday, May 27, 2016 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, May 30, 2016, the SEC will move the due date of Tuesday, Tuesday, May 31.

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

DOWNLOAD A 2016 SEC HOLIDAY AND DEADLINE CALENDAR HERE.

 

IPOs and Transactions: May 16 – 20 / plus “5 Stages of M&A” quick guide

There were 27 transactions filed with the SEC last week.

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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Law firm / advisor Registrant Symbol Form Industry
Akerman LLP RENNOVA HEALTH INC TGAL S-1 Semiconductors
Andrews Kurth LLP NEWPARK RESOURCES INC NR S-3 Oil Equipment & Services
APT Systems, Inc. APT SYSTEMS INC APTY S-1 Software
Barnes & Thornburg LLP HORIZON BANCORP /IN/ HBNC S-4 Banks
Cadwalader, Wickersham & Taft LLP CADIZ INC CDZI S-3 Water
Certilman Balin Adler & Hyman, LLP KINGSTONE COMPANIES INC KINS S-3 P&C Insurance
Cooley LLP CIDARA THERAPEUTICS INCORPORATED CDTX S-3 ~
Ellenoff Grossman & Schole LLP KITOV PHARMACEUTICALS HOLDINGS LTD ~ F-1 ~
Faegre Baker Daniels LLP AGEAGLE AERIAL SYSTEMS INC ~ S-1 ~
Frost Brown Todd LLC PORTER BANCORP INC PBIB S-3 Banks
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. KITOV PHARMACEUTICALS HOLDINGS LTD ~ F-1 ~
Haneberg Hurlbert, PLC WHEELER REIT INC WHLR S-3 Retail REITs
Haynes and Boone, LLP KITOV PHARMACEUTICALS HOLDINGS LTD ~ F-1 ~
Jones Day MPLX LIMITED PARTNERSHIP MPLX S-3 Pipelines
KHLK Law UNATION LLC ~ 1-A ~
Latham & Watkins LLP MULTI PACKAGING SOLUTIONS INTERNATIONAL LTD MPSX S-1 ~
LeClairRyan, PC BLUE RIDGE BANKSHARES INC ~ 1-A ~
Locke Lord LLP ARCADIA GAS STORAGE LLC MMLP S-3 Pipelines
Loeb & Loeb LLP AGEAGLE AERIAL SYSTEMS INC ~ S-1 ~
Lowenstein Sandler LLP MABVAX THERAPEUTICS HOLDINGS INCORPORATED TELK S-1 Biotech
Luse Gorman, PC HORIZON BANCORP /IN/ HBNC S-4 Banks
Morgan, Lewis & Bockius LLP NUVEEN MUNICIPAL INCOME FUND INC NMI N-2 Equity Investment
Nelson Mullins Riley & Scarborough LLP STATE BANK FINANCIAL CORP STBZ S-4 Banks
Ropes & Gray LLP MULTI PACKAGING SOLUTIONS INTERNATIONAL LTD MPSX S-1 ~
Ropes & Gray LLP AEGERION PHARMACEUTICALS INC AEGR S-3 Pharma
Securities Compliance Group PIKON GROUP INC ~ 1-A ~
Sichenzia Ross Friedman Ference LLP MABVAX THERAPEUTICS HOLDINGS INCORPORATED TELK S-1 Biotech
Troutman Sanders LLP STATE BANK FINANCIAL CORP STBZ S-4 Banks
Troutman Sanders LLP GULF POWER CO GLFPN S-3 Electricity
V Financial Group, LLC OPULENT ACQUISITION INC ~ S-1 ~
Waller Lansden Dortch & Davis, LLP ABILENE BEHAVIORAL HEALTH LLC ACHC S-4 Health Care Providers
White & Case LLP GATEWAY EASTERN RAILWAY CO KSU S-4 Railroads
WiseLaw, P.C. DUO WORLD INC ~ S-1 ~
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP LABSTYLE INNOVATIONS CORP DRIO S-3 Software
Zysman, Aharoni, Gayer, & Co. KITOV PHARMACEUTICALS HOLDINGS LTD ~ F-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: May 16 – 20

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
WHEELER REAL ESTATE INVESTMENT TRUST INC S-3 A-C Development, LLC Revere High Yield Fund, LP
CADIZ INC S-3 B. Riley & Co., LLC ~
CIDARA THERAPEUTICS INCORPORATED S-3 Cantor Fitzgerald & Co. ~
GATEWAY EASTERN RAILWAY CO S-4 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc.
AGEAGLE AERIAL SYSTEMS INC S-1 Northland Securities, Inc. ~
MABVAX THERAPEUTICS HOLDINGS INCORPORATED S-1 Roth Capital Partners, LLC ~
APT SYSTEMS INC S-1 Tangiers Global, 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.

IPOs and Transactions: May 9 – 13 / plus “Age of Activism” whitepaper

There were 40 transactions filed with the SEC last week.

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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Law firm / advisor Registrant Symbol Form Industry
AdvanSix Inc. ADVANSIX INC ~ 10-12B ~
Davis, Malm & D’Agostine, P.C. ALTAIR DISPOSAL SERVICES LLC CLH;SFYK S-4 Waste & Disposal Services
Cassidy & Associates AMCHI GENDYNAMY SCIENCE CORP ~ S-1 ~
Hogan Lovells US LLP ARADIGM CORP ARDM S-1 Pharma
Wilmer Cutler Pickering Hale and Dorr LLP ARGOS THERAPEUTICS INC ARGS S-3 Biotech
Conyers Dill & Pearman ATHENE HOLDING LTD ~ S-1 ~
Fried, Frank, Harris, Shriver & Jacobson LLP ATHENE HOLDING LTD ~ S-1 ~
Sidley Austin LLP ATHENE HOLDING LTD ~ S-1 ~
Weil, Gotshal & Manges LLP ATHENE HOLDING LTD ~ S-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP BANCROFT FUND LTD BCV N-2 Equity Investment Instruments
Latham & Watkins LLP BLUE BUFFALO PET PRODUCTS INC BUFF S-1 ~
Simpson Thacher & Bartlett LLP BLUE BUFFALO PET PRODUCTS INC BUFF S-1 ~
Goodwin Procter LLP BLUEPRINT MEDICINES CORP BPMC S-3 ~
Kirkland & Ellis LLP CHINA ONLINE EDUCATION GROUP ~ F-1 ~
Skadden, Arps, Slate, Meagher & Flom LLP CHINA ONLINE EDUCATION GROUP ~ F-1 ~
Vinson & Elkins L.L.P. ENERGY TRANSFER PARTNERS L.P ETP S-3 Pipelines
Paul Hastings LLP GEVO INC GEVO S-3 Alternative Fuels
Ruffa & Ruffa, P.C. GLOBALINK LTD GOBK S-1 Specialty Finance
Davis Polk & Wardwell LLP GP INVESTMENTS ACQUISITION CORP ~ S-4 ~
Latham & Watkins LLP GP INVESTMENTS ACQUISITION CORP ~ S-4 ~
Maples and Calder GP INVESTMENTS ACQUISITION CORP ~ S-4 ~
Skadden, Arps, Slate, Meagher & Flom LLP GP INVESTMENTS ACQUISITION CORP ~ S-4 ~
Dorsey & Whitney LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Medical Equipment
Ellenoff Grossman & Schole LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Medical Equipment
Horwitz + Armstrong, PC GROWLIFE INC PHOT S-1 Specialty Finance
Lewis Roca Rothgerber Christie LLP GUARANTY BANCORP GBNK S-4 Banks
Shapiro Bieging Barber Otteson LLP GUARANTY BANCORP GBNK S-3 Banks
Shapiro Bieging Barber Otteson LLP GUARANTY BANCORP GBNK S-4 Banks
Ellenoff Grossman & Schole LLP INTERLEUKIN GENETICS INC ILIU S-1 Biotech
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. INTERLEUKIN GENETICS INC ILIU S-1 Biotech
Pillsbury Winthrop Shaw Pittman LLP INVITAE CORPORATION NVTA S-3 ~
Crowell & Moring LLP KEYSTONE SOLUTIONS INC ~ 1-A ~
Office of Richard Rubin KINERJAPAY CORP SFEX S-1 Renewable Energy Equipment
Thomas J. Craft, Jr., Esq. KINERJAPAY CORP SFEX S-1 Renewable Energy Equipment
TroyGould PC LION BIOTECHNOLOGIES INC LBIO S-3 Biotech
Paul, Weiss, Rifkind, Wharton & Garrison LLP MITEL NETWORKS CORP MITL S-4 ~
Wilson Sonsini Goodrich & Rosati, P.C. MITEL NETWORKS CORP MITL S-4 ~
Ellenoff Grossman & Schole LLP NATURAL DESTINY INC ~ S-1 ~
Robinson Brog Leinwand Greene Genovese & Gluck P.C. NXT-ID INC NXTD S-1 ~
Thompson & Knight LLP PENNTEX RESOURCES ILLINOIS INC REXX S-4 Exploration & Production
Latham & Watkins LLP PERFORMANCE FOOD GROUP CO ~ S-1 ~
Simpson Thacher & Bartlett LLP PERFORMANCE FOOD GROUP CO ~ S-1 ~
Davis Graham & Stubbs LLP PERSHING GOLD CORPORATION PGLC S-3 Gold Mining
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC PROVECTUS BIOPHARMACEUTICALS INCORPORATED PVCT S-4 Pharma
Latham & Watkins LLP RAZORBACK L.L.C TLP S-3 Pipelines
Stubbs Alderton & Markiles, LLP RESONANT INC RESN S-3 Telecomm Equipment
Wilson Sonsini Goodrich & Rosati, PC ROCKET FUEL INC FUEL S-3 Software
Ropes & Gray LLP STONE RIDGE TRUST II SRRIX N-2 ~
Norton Rose Fulbright LLP TESCO CORP TESO S-3 ~
Thompson Hine LLP TOTAL INCOME (PLUS) REAL ESTATE FUND ~ N-2 ~
Szaferman, Lakind, Blumstein & Blader, PC UMATRIN HOLDING LIMITED GOOO S-1 Specialty Finance
Goodwin Procter LLP XENETIC BIOSCIENCES INC XBIO S-1 Biotech
Taft Stettinius & Hollister XENETIC BIOSCIENCES INC XBIO S-1 Biotech
Richardson & Associates XREAL INC ~ 1-A ~
Alston & Bird LLP ZAIS FINANCIAL CORP ZFC S-4 Mortgage REITs
Sidley Austin LLP ZAIS FINANCIAL CORP ZFC S-4 Mortgage REITs
Latham & Watkins LLP ZOGENIX INC ZGNX S-3 Pharma

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: May 9 – 13 / plus understanding 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 +
ZOGENIX INC S-3 Cantor Fitzgerald & Co. ~ ~
ROCKET FUEL INC S-3 Cantor Fitzgerald & Co. ~ ~
GROWLIFE INC S-1 Chicago Venture Partners, LP ~ ~
GP INVESTMENTS ACQUISITION CORP S-4 Citigroup Global Markets Inc. ~ ~
PERFORMANCE FOOD GROUP CO S-1 Credit Suisse Securities LLC Barclays Capital Inc. ~
BLUE BUFFALO PET PRODUCTS INC S-1 J.P. Morgan Securities LLC Citigroup Global Markets Inc. ~
XENETIC BIOSCIENCES INC S-1 Ladenburg Thalmann & Co. Inc. ~ ~
KEYSTONE SOLUTIONS INC 1-A Moloney Securities Co., Inc. The Benchmarrk Company, LLC ~
CHINA ONLINE EDUCATION GROUP F-1 Morgan Stanley & Co. International PLC Credit Suisse Securities (USA) LLC ~
TOTAL INCOME (PLUS) REAL ESTATE FUND N-2 Northern Lights Distributors, LLC ~ ~
TOTAL INCOME (PLUS) REAL ESTATE FUND N-2 Northern Lights Distributors, LLC ~ ~
STONE RIDGE TRUST II N-2 Quasar Distributors, LLC ~ ~
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.

How to engage with investors in the age of the activist: investors’ access to board leaders

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THIS IS PART TWO OF A SERIES: read Part One.


The ascent of activist investors and the need to adapt to board-to-investor communications are producing drastic changes in the way companies interact with their shareholders.

QUESTION > Institutional investors are demanding more process and access to board leaders. Traditionally, companies have avoided this at all costs. Is that still an appropriate strategy?

Lex Suvanto > Companies are actively thinking about how best to leverage their directors as part of their shareholder communications strategy. Traditionally, board members and companies have been averse to doing this at all. There have always been exceptions, such as when CEO succession or leadership compensation were in question, but now companies in all industries are thinking about putting board members into the mix to strengthen relationships with investors. I have heard and seen how a successful meeting between a director and an important investor can be very effective in terms of reinforcing a company’s strategy, future prospects, and the views of management. I would even say that it’s becoming a best practice to leverage directors in very targeted ways as part of an effort to articulate long-term strategy.

At the same time, this practice brings with it certain challenges. For example, which board member are you going to put in front of investors? How prepared are they? What are they going to talk about, and how is it different from what the CEO, CFO and investor relations head are talking about? You also have to decide which investors the directors are most relevant and helpful for.

Jason M. Halper > There are at least a couple of issues to keep in mind when companies are considering how best to approach board engagement. If you’re talking about the US and a public company, you need to be careful about disclosing material non-public information in the course of those communications, because of SEC Regulation Fair Disclosure rules. Whoever is doing the engagement needs to have a very clear sense of which information is and is not permissible to disclose. If you’re going to disclose non-public information, you need a confidentiality agreement from the shareholder.

As for outside directors, they are not going to be as familiar with the day-to-day activities of the company, so you would generally want to limit them to areas they’re familiar with – things like corporate governance, executive compensation, perhaps high- level strategy.

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Chris Ruggieri > If you go back 10 years, we would routinely refer to institutional investors as “passive.” The reality today is that there is no such thing as a passive investor. It has always been important for companies to be engaged with their owners and to stimulate interest and demand, and we’re seeing more of that.

The advice I give our clients is that it is imperative for you to have a constructive relationship with your investors. You should have a regular calendar of interactions with them, and you should be listening closely to gather their input. You should be trying to find out if there are any misperceptions about the company or its stock, to understand if there is any misalignment in terms of expectations, and to get a general sense of their sentiment about how you’re running the company and their level of satisfaction.

I think the one area where debate continues is when it comes to who is responsible for interacting with shareholders. What we’re hearing from investors is that they want more direct access to C-suite executives, and some investors are asserting that the board should play a role in shareholder engagement, even though that’s not a routine board responsibility.

Increasingly we’ve seen letters from Vanguard and other large institutions regarding expectations of board engagement and board participation. I think we’re going to continue to have that discussion until we find a point of equilibrium, where investors are satisfied with the level of board interaction, and companies and board directors feel comfortable and confident that it’s the right balance.