Monthly Archives: February 2017

The Before, the During and the After of your IPO: Introduction

An initial public offering (IPO) can be one of the most significant events in a company’s life cycle. For many entrepreneurial businesses, “going public” represents far more than simply selling stock on a public exchange for the first time. More significantly, it is often viewed as the ultimate message to the business world that the company has made it.

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Beyond the prestige factor, the completion of a successful IPO allows a company to raise new capital, which improves its ability to expand into new markets or grow through acquisitions. Going public can also help a company attract new talent with stock options and other equity awards, while rewarding initial investors with liquidity through dividend payments.

The allure of going public and its potential benefits should not, however, distract a company from carefully considering the necessary measures and planning that are required to successfully implement an IPO. The actual process can be time-consuming, and presents certain unique challenges that a company should be prepared to address.

Before – Preparing for an IPO

  • Conducting a pre-IPO readiness assessment – is an IPO right for your company?
  • Choosing an exchange and timing the market
  • Gauging investor appetite

During  – Executing an IPO

  • Building the management team
  • Corporate governance and a board of directors
  • Choosing an investment bank
  • Regulatory compliance: the financial health-check
  • Investor relations and the IPO marketing process
  • The road show and pricing the IPO

After – The post-IPO and realization

  • Developing an aftermarket strategy
  • Managing post-IPO risk and regulatory compliance

A company will need to consider that once public, it will need to meet additional requirements and continuing obligations that may require new skillsets, additional resources and changes to the business. Taking these requirements into consideration ahead of time and having a plan in place will help ensure the best chance of success for a company looking to go public and will help reduce the number of post-IPO issues that could arise.

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KEY LINKS:

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

Watch this video webinar: Going public: A “How-to” guide for making an IPO


“BEFORE” WILL BE POSTED NEXT WEEK

 

 

 

IPOs and Transactions: Feb 20 – 24 / plus “Billion Dollar Questions” for M&A

There were 25 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Stellus Capital Investment Corp. and Alcentra Capital Corp. w/ Eversheds Sutherland LLP, Bioblast Pharma LTD w/ Haynes and Boone LLP and Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, LeGall Holdings Inc. w/ Cassidy & Associates and Bionik Laboratories Corp. w/ Mazzeo Song PC and Ruskin Moscou Faltischek PC.

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 / advisors Registrant Symbol Form Industry
Cassidy & Associates DIVERSE DEVELOPMENT GROUP INC ~ S-1 Blank checks
Cassidy & Associates LEGALL HOLDINGS INC ~ S-1 Blank check
Cleary Gottlieb Steen & Hamilton LLP UNITEDHEALTH GROUP INC UNH S-4 Hospital & medical service plans
Cooley LLP ALTERYX INC S-1 Prepackaged software
Duval & Stachenfeld LLP NY RESIDENTIAL REIT LLC 1-A REITs
Eversheds Sutherland LLP ALCENTRA CAPITAL CORP ABDC N-2 Unit investment trusts, face-amount certificate offices & closed-end management investment offices
Eversheds Sutherland LLP STELLUS CAPITAL INVESTMENT CORP SCM N-2 Unit investment trusts, face-amount certificate offices & closed-end management investment offices
Fenwick & West LLP ALTERYX INC S-1 Prepackaged software
Goodwin Procter LLP LEAF GROUP LTD LFGR S-3 Computer processing & data preparation
Goodwin Procter LLP VIVEVE MEDICAL INC VIVE S-1 Electromedical & electrotherapeutic apparatus
Greenberg Traurig. P.A. BIOTELEMETRY INC BEAT S-3 Surgical & medical instruments & apparatus
Hart & Hart, LLC UNITED CANNABIS CORP MYSK S-1 Health services
Haynes and Boone, LLP BIOBLAST PHARMA LTD ORPN F-1 Pharma preparations
Hogan Lovells US LLP UNITEDHEALTH GROUP INC UNH S-4 Hospital & medical service plans
Hogan Lovells US LLP URANIUM RESOURCES INC URRE S-3 Metal mining
InCorp Services, Inc. ADVECO GROUP INC ~ S-1 ~
InCorp Services, Inc. ANTILIA GROUP CORP ~ S-1 ~
J.P. Galda & Co. CRONA CORP ~ S-1 ~
Latham & Watkins LLP COTIVITI HOLDINGS INC COTV S-1 Business services
Latham & Watkins LLP LANDMARK INFRASTRUCTURE FINANCE CORP LMRK S-3 Investment advice
Mazzeo Song P.C. BIONIK LABORATORIES CORP DWTP S-1 Offices & clinics of doctors of medicine
McDermott Will & Emery LLP MEDIGUS LTD MDGS F-1 Surgical & medical instruments & apparatus
Meitar Liquornik Geva Leshem Tal MEDIGUS LTD MDGS F-1 Surgical & medical instruments & apparatus
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. VIVEVE MEDICAL INC VIVE S-1 Electromedical & electrotherapeutic apparatus
Pearl Cohen Zedek Latzer Baratz LLP ZION OIL & GAS INC ZN S-3 Oil & gas field exploration services
Ruskin Moscou Faltischek, P.C. BIONIK LABORATORIES CORP DWTP S-1 Offices & clinics of doctors of medicine
Venture Law Corporation TRUE LEAF MEDICINE INTERNATIONAL LTD ~ 1-A ~
Wachtell, Lipton, Rosen & Katz ABBOTT LABORATORIES ABT S-4 Pharma preparations
Wall Street Acquisition Corporation WALL STREET ACQUISITIONS CORP ~ 10-12G ~
Weil, Gotshal & Manges LLP COTIVITI HOLDINGS INC COTV S-1 Business services
Wilmer Cutler Pickering Hale and Dorr LLP ACHILLION PHARMACEUTICALS INC ACHN S-3 Pharma preparations
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP BIOBLAST PHARMA LTD ORPN F-1 Pharma preparations
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP MEDIGUS LTD MDGS F-1 Surgical & medical instruments & apparatus

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 20 – 24 / plus “Billion Dollar Questions” for M&A

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 +
ACHILLION PHARMACEUTICALS INC S-3 Cantor Fitzgerald & Co. ~ ~
VIVEVE MEDICAL INC S-1 Cowen and Company, LLC Raymond James & Associates, Inc. Ladenburg Thalmann & Co.
COTIVITI HOLDINGS INC S-1 Credit Suisse Securities LLC Barclays Capital Inc. ~
ALTERYX INC S-1 Goldman, Sachs & Co. / J.P. Morgan Securities LLC Pacific Crest Securities / William Blair & Company, L.L.C. JMP Securities LLC / Raymond James & Associates, Inc. / Cowen and Company, LLC
BIOBLAST PHARMA LTD F-1 H.C. Wainwright & Co., LLC ~ ~
UNITED CANNABIS CORP 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.

 

Top Three Financial Publishing Firms Process 55% of 2016 SEC Transactions: The Vintage Group Maintains Leadership Position

Vintage takes #2 position for IPO and secondary offerings

NEW YORK, February 24, 2017 / PR Newswire / — 55% of Securities and Exchange Commission Forms 10-12B, 10-12G, 1-A, F-1, N-2, S-1, S-11, S-3 and S-4 that were processed in 2016, were filed by Vintage and its top two industry peers. These particular SEC forms are very complex legal documents that require top-tier expertise and immaculate attention to detail in financial publishing. Within this top-tier group, Vintage executed 20% of the total filings.

Specifically, for Form S-1 filings, which are the capital markets’ most anticipated filings for IPOs and secondary offerings, Vintage ranked #2, winning aside its top-tier peers, 32% of these coveted transactions.

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“In 2016, Vintage firmly cemented our ranking in the top-tier alongside our industry peers, Donnelley Financial Solutions and Merrill Corporation,” said Bradley H. Smith, Director of Marketing at Vintage, a division of PR Newswire / Cison. “Underpinning our great numbers are the domain expertise and capabilities of our Operations Teams. They truly own and deliver our ‘fast turns, spot-on execution and absolute cost transparency’ marketing position,” closed Smith. 

Direct feedback from Vintage clients can be viewed on the Vintage blog: https://irblog.prnewswire.com/category/client-praise/

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

  • Corporate Services, which supports public companies with compliance and investor relations 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.

The company also celebrated its #1 ranking for both China Form 20-F filings and JOBS Act Reg A+ / Form 1-A work.

A brief video explaining transaction drafting sessions can be viewed here: http://promotions.prnewswire.com/Vintage-transaction-solutions.html

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About The Vintage Group

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, a Cision company, is the premier global provider of multimedia platforms and distribution that marketers, corporate communicators, sustainability officers, public affairs and investor relations officers leverage to engage 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 — and then distribute and measure results. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire powers the stories of organizations around the world. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and Asia-Pacific regions.

Cision is a leading global media intelligence company, serving the complete workflow of today’s communication professionals. 

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

bradley.smith@prnewswire.com

“Thanks, guys, for your artful help with the filing.”

“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.

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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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Thanks to the Vintage team for all of your help!

This quarter wasn’t as smooth on our end as the previous ones but y’all were still able to get everything done easily and timely.

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Yes, thank you so much for helping us and getting this done so fast!  I know it was no small feat and we really do appreciate it.

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To me, I want to surround myself with professionals who I can rely on and who are able to support me in my role. 

When faced with an incredibly tight timeline in the midst of a transaction, I called on [VINTAGE EMPLOYEE]  after hours to see if he would be able to assist. He went out of his way to get the job done and allowed me to achieve the deadline.

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I thought your team did an excellent job.  Responsive and timely.

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Once, again, I thank you, all for making it so easy to file a complete, accurate and professional-looking document on such a timely basis.

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Thank you very much for your great work for this project. Y’all are awesome.

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Thank you so much for your help last week!

I know we probably took up most of your day on Thursday and Friday but you did a great job and we were more than pleased with the service you provided!

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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. 

REPORT: 51% of Wall Street investors say video builds trust

So, the question for issuers is now “what is the tipping point to start using video?” 51% seems right.

Admittedly, adopting video for webcast events had been an enormous TECHNICAL and FINANCIAL pain in the butt – especially when coupled with the angst surrounding an earnings report. However, with free and easy applications “Facebook Live,” any public company can effortlessly video stream (high-resolution) their earnings call.

From a phone. 

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Certainly, AESTHETICS and brand are considerations… and that is an important discussion. That said, with just over half of institutional investors indicating that “seeing is believing,” it’s time for IR and the entire corp comm team to have that discussion.

Video is ubiquitous with younger (and future) investors. NOTE: if you need guidance, we have a full department (MultiVu) dedicated to video production.

Click here to request the complete Shareholder Confidence 365 Study.


About the study

Initially launched in 2012, the Shareholder Confidence 365 Study is an ongoing survey targeted at two key constituents with whom public companies communicate: institutional investors and individual investors. It was the first study of its kind — directly asking investors how they consume investor relations content. In 2014, we published an updated study.

For this 2016 iteration, we have segmented and compared the results between institutional investors and individual investors. To date. we have accumulated over 6,870 responses from a pool of 16,000 buy-side analysts & portfolio managers and from over 15,000 long-term holding retail investors. There are 29 questions.

Questions include:

  • How often do you visit IR websites?
  • Why do you visit IR websites?
  • Do you use Twitter for stock research?
  • Would a CEO video instill trust?
  • Do you use earnings estimates?

The inbound response ratio is 1:3, Wall Street to Main Street. All of the data is unedited, except for any typos within the comments and the exclusion of inappropriate comments.

 

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.