Monthly Archives: March 2017

SEC update: XBRL for IFRS

The SEC published a taxonomy to enable foreign private issuers that prepare their financial statements in accordance with International Financial Reporting Standards (IFRS) to tag those reports using XBRL.

Foreign private issuers may begin to immediately submit their financial statements in XBRL. Otherwise all foreign private issuers must submit their financial statements in XBRL for fiscal periods ending on or after December 15, 2017.

This long-awaited update stems from the January 2009 ruling, where the SEC required reporting companies to file financial statements in XBRL and post the filings to their corporate websites. Until now, there was no taxonomy available for foreign private issuers that prepare their financial statements in accordance with IFRS.

While XBRL rules apply to all SEC reporting companies, requirements were delayed for foreign private issuers that prepare their financial statements in accordance with International Financial Reporting Standards (IFRS) until an XBRL taxonomy became available.

The IFRS Taxonomy is available on the SEC’s website at: https://www.sec.gov/page/derataxonomies.

The SEC also voted to propose the use of Inline XBRL for financial statements and voted to adopt amendments that will require hyperlinking exhibit indexes.

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SEC Rulemaking Under New Leadership

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Vintage and Toppan Vite are here to help should you seek assistance regarding new SEC developments and rulings. We employ experts in EDGAR filings, XBRL solutions, and SEC procedures to make financial reporting easy for you and your team. Contact us today!

As a new chairman takes over the Securities and Exchange Commission, how will the agency’s priorities change? Download our whitepaper today to hear from three leading corporate governance experts on the matter.

SEC update: Hyperlinking Exhibit Indexs

This month, the SEC voted to adopt amendments that will require registrants that file registration statements and periodic reports to include hyperlinks to each exhibit listed in the index of these filings. The amendments, which have a compliance date of September 1, 2017, also require that registrants submit all such filings in HMTL format.

The SEC also voted to propose the use of Inline XBRL for financial statements. For more info, click here.

What you need to know:

An Overview

  • Documents listed in the Exhibit Index must include a hyperlink that will link directly to the exhibit
  • The goal of the ruling is to improve investors’ access to information
  • All exhibits that are “filed herewith” or incorporated by reference must be hyperlinked when filed starting September 1, 2017. The SEC encourages early compliance with the Final Rule (33-10322)

Form Types

  • Covers all Form Types listed in Item 601 of Reg. S-K, plus 20-F and F-10
  • S-1, S-1/A, S-1MEF, POS AM, POS ASR, POS EX, POS 462B, POS 462C
  • S-3, S-3/A, S-3D, S-3ASR, S-3MEF, S-3DPOS, S-4, S-4/A, S-4EF, S-4MEF, S-4 POS
  • S-8, S-8POS, S-11, S-11/A, S-11MEF, SF-1, SF-1/A, SF-3, SF-3/A, SF-3MEF
  • F-1, F-1/A, F-1MEF, F-3, F-3/A, F-3D, F-3ASR, F-3DPOS, F-3MEF, F-4, F-4/A, F-4EF, F-4 POS, F-4MEF
  • F-10, F-10/A, F-10POS
  • 10-12B, 10-12G, 10-12B/A, 10-12G/A
  • 20-FR12B, 20-FR12B/A, 20-FR12G, 20-FR12G/A, 20-F, 20-F/A
  • 10-K, 10-KT, 10-K/A, 10-KT/A, 10-Q, 10-QT, 10-Q/A, 10-QT/A
  • 8-K, 8-K/A, 8-K12B, 8-K12G3, 8-K12B/A, 8-K12G3/A, 8-K15D5, 8-K15D5/A
  • 10-D, 10-D/A

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“SEC Rulemaking Under New Leadership”

Exceptions

  • Exhibits that have not been filed electronically
  • XBRL exhibits
  • 10-D reports which contain reference to ABS-EE exhibits

For the full report from The SEC, click here.

Need a hand?

Vintage and Toppan Vite are here to help should you seek assistance regarding new SEC developments and rulings. We employ experts in EDGAR filings, XBRL solutions, and SEC procedures to make financial reporting easy for you and your team. Contact us today!

As a new chairman takes over the Securities and Exchange Commission, how will the agency’s priorities change? Download our whitepaper today to hear from three leading corporate governance experts on the matter.

Mutual fund trends to watch in 2017

Mutual funds are usually a safe investment, and despite a troubled year this was definitely true at the end of 2016. The S&P 500 finished the year up 12%. Diversified stock funds in the United States went up an average of 10.81% after gaining 4.06% in the fourth quarter. With last year and its post-election rally over, it remains to be seen whether 2017 continues strong for mutual funds. To best prepare for the days to come, let’s look at some predictions for the rest of the year and see what new regulations might be enacted.

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In general, experts have reason to be cautiously optimistic about trends throughout the stock market. After a steady and even rapid rise throughout the Obama years, trends are expected to level out now they’ve mostly reached or exceeded the levels before the worldwide financial crisis in 2008. 2017 is Donald J. Trump’s first year in office, and investors may become more conservative as they wait and see what sort of effect his policies will have on consumer confidence and business in general. And basic math means since stock prices have raised making stocks more expensive to buy, leading naturally to a lower buy-rate as supply exceeds demand.

The most common reaction from Wall Street despite a turbulent 2016 has been to make like a British wartime propaganda poster and “Keep Calm and Carry On.” Despite ferocious anti-globalist and America-first trade promises, key firms such as Goldman Sachs believe Donald Trump remains a pro-business Republican and will tone down the rhetoric and pass only moderate regulations and tariff hikes while in office. With no other major changes in the global situation thus far in evidence, investors seem willing to stay the course and assume no major financial crisis is imminent rather than risk missing out on more strong quarters like Q4 of 2016.

But 2017 predictions definitely include some risks and pitfalls to watch out for, and even a chance for major mishap in the mutual fund space. Liquidations and mergers may continue to increase in 2017, while possible bad news in commodities might mean a drop in exchange-traded notes. Liquid-alternative funds have risen in popularity over the last few years, but their downsides have been mostly ignored, including a tendency to be not quite as liquid as advertised, with a risk of locking investors into bad deals. Keep in mind that although 2016 saw a big rally, the majority of the year was rough for mutual funds, and 2017 might well be no different, and might lack the rally at the end.

Note also that new regulations by the Securities and Exchange Commission (SEC) may influence growth. New SEC rules for money market mutual funds went into effect in October of 2017, for example.  These changes include new definitions for government and retail funds wherein institutional prime (general purpose) and institutional municipal money market mutual funds must price and transact as “floating” NAVs, able to change liquidity fees in times of unusual stress upon the market.

When planning for whatever the next year brings, companies should be sure contract a financial printing or specialized printing firm for any mutual fund publishing and content management that needs doing. Financial printing companies employ XBRL experts who can help with SEC filings whether one’s business is an IPO or deals in Mergers and Acquisitions in what promises to be, at the very least, an exciting year for all of us.

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

IPOs and Transactions: March 6 – 17 / plus “Billion Dollar Questions” for M&A

There were 121 transactions filed with the SEC in the last two weeks.

Congratulations to all of the corporations and law firms that selected our transactions services last week including OncoBiologics Inc. w/ Cooley LLP, Dextera Surgical Inc. w/ Cooley LLP and Ellenoff Grossman & Schole LLP, MoneyOnMobile Inc. w/ Loeb & Loeb LLP and Sichenzia Ross Ference Kesner LLP, Lilus Energy Inc. w/ K&L Gates LLP and Albany Molecular Research Inc. w/ Goodwin Procter LLP.  v-banner-billionma

Law firm / advisor Registrant Symbol Form Industry
Advanced Medical Isotope Corporation ADVANCED MEDICAL ISOTOPE CORP ADMD S-1 Surgical & medical instruments & apparatus
Akin Gump Strauss Hauer & Feld LLP WARRIOR MET COAL LLC ~ S-1 Bituminous coal & lignite mining
Andrews Kurth Kenyon LLP ONEOK INC OKE S-4 Natural gas transmission & distribution
Ater Wynne LLP NORTHWEST PIPE CO NWPX S-3 Steel pipe & tubes
Austin Legal Group STEALTH AIR CORP ~ 1-A ~
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 Insurance agents, brokers & service
AXA Equitable Life Insurance Company MONY LIFE INSURANCE CO OF AMERICA ~ S-1 Life insurance
Baker Botts L.L.P. MATADOR RESOURCES CO MTDR S-4 Crude petroleum & natural gas
Baker Botts L.L.P. PENN VIRGINIA CORP PVAC S-3 Crude petroleum & natural gas
Baker Botts L.L.P. NCS MULTISTAGE HOLDINGS INC ~ S-1 Oil & gas field services, not elsewhere classified
Baker Botts L.L.P. WESTLAKE CHEMICAL CORP WLK S-4 Plastic materials, synthetic resins & non- vulcanizable elastomers
Barack Ferrazzano Kirschbaum & Nagelberg LLP FIRST BUSEY CORP BUSE S-4 State commercial banks
Barack Ferrazzano Kirschbaum & Nagelberg LLP MIDLAND STATES BANCORP INC MSBI S-4 State commercial banks
Bass, Berry & Sims PLC NN INC NNBR S-3 Ball & roller bearings
Bass, Berry & Sims PLC PINNACLE FINANCIAL PARTNERS INC PNFP S-4 National commercial banks
Bingham Greenebaum Doll LLP FIRST MERCHANTS CORP FRME S-4 National commercial banks
Brunson, Chandler & Jones, PLLC QUANTUM ENERGY INC QEGY S-1 Crude petroleum & natural gas
Business Filings Inc. SHEMN CORP ~ S-1 ~
Butler Snow LLP COMMERCE UNION BANCSHARES INC CUBN S-3 State commercial banks
Cadence Bancorporation CADENCE BANCORP ~ S-1 National commercial banks
Caesars Acquisition Company CAESARS ENTERTAINMENT CORP CZR S-4 Services – miscellaneous amusement & recreation
Cahill Gordon & Reindel LLP LSC COMMUNI-CATIONS INC LKSD S-1 Commercial printing, not elsewhere classified
Cassidy & Associates RANDOLPH ACQUISITIONS INC ~ S-1 Blank check
Cleary Gottlieb Steen & Hamilton LLP NETSHOES (CAYMAN) LTD ~ F-1 Retail – catalog & mail-order houses
Clifford Chance US LLP TANDEM DIABETES CARE INC TNDM S-1 Surgical & medical instruments & apparatus
Conyers Dill & Pearman ATHENE HOLDING LTD ATH S-1 Life insurance
Cooley LLP ONCOBIOLOGICS INC ONS S-1 Biological products, except diagnostic substances
Cooley LLP TOCAGEN INC ~ S-1 Pharma. preparations
Cooley LLP CARA THERAPEUTICS INC CARA S-3 Pharma. preparations
Cooley LLP YEXT INC ~ S-1 Services – computer processing & data preparation
Cooley LLP DEXTERA SURGICAL INC DXTR S-1 Surgical & medical instruments & apparatus
David Lubin & Associates, PLLC BIOLABMART INC ~ S-1 ~
Davis Graham & Stubbs LLP DMC GLOBAL INC BOOM S-3 Misc. primary metal products
Davis Polk & Wardwell LLP S&P GLOBAL INC SPGI S-4 Services – Credit reporting services
Dechert LLP BIOSCRIP INC BIOS S-3 Insurance agents, brokers & service
Dentons LLP ONE LIBERTY PROPERTIES INC OLP S-3 Real estate investment trusts
DLA Piper LLP SCICLONE PHARMA-CEUTICALS INC SCLN S-3 Pharma. preparations
Dorsey & Whitney LLP ENTERO- MEDICS INC ETRM S-3 Electro- medical & electro-therapeutic apparatus
Duane Morris LLP PARAMOUNT GOLD NEVADA CORP PZG S-3 Metal mining services
Duane Morris LLP ENUMERAL BIOMEDICAL HOLDINGS INC CEUL S-1 Services – computer programming, data process, etc.
Ellenoff Grossman & Schole LLP KAYNE ANDERSON ACQUISITION CORP ~ S-1 Blank checks
Ellenoff Grossman & Schole LLP DEXTERA SURGICAL INC DXTR S-1 Surgical & medical instruments & apparatus
FBR & Co. B. RILEY FINANCIAL INC RILY S-4 Services – business services, not elsewhere classified
Foley & Lardner LLP CURRENCY- SHARES EURO TRUST FXE S-3 Commodity contracts brokers & dealers
Frank J. Hariton, Esq. NIGHTFOOD HOLDINGS INC ~ S-1 Sugar & confectionery products
Fried, Frank, Harris, Shriver & Jacobson LLP WARRIOR MET COAL LLC ~ S-1 Bituminous coal & lignite mining
Fried, Frank, Harris, Shriver & Jacobson LLP ATHENE HOLDING LTD ATH S-1 Life insurance
Gide Loyrette Nouel A.A.R.P.I. TALEND SA ~ F-1 Services – prepackaged software
Goodwin Procter LLP ALBANY MOLECULAR RESEARCH INC AMRI S-3 Services – commercial physical & biological research
Goodwin Procter LLP OKTA INC ~ S-1 Services – prepackaged software
Goodwin Procter LLP TALEND SA ~ F-1 Services – prepackaged software
Gordon Feinblatt LLC FARMERS & MERCHANTS BANCSHARES INC ~ 10-12G ~
Greenberg Traurig, LLP MODERN MEDIA ACQUISITION CORP ~ S-1 Blank checks
Greenberg Traurig, LLP CENTURY COMMUNITIES, INC CCS S-4 Operative builders
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP HISTOGENICS CORP HSGX S-3 Orthopedic, prosthetic & surgical appliances & supplies
Haynes and Boone, LLP STAFFING 360 SOLUTIONS INC STAF S-3 Services – help supply services
Hogan Lovells US LLP INTREXON CORP XON S-4 Services – commercial physical & biological research
Holland & Knight LLP LADENBURG THALMANN FINANCIAL SERVICES INC LTS S-3 Security & commodity brokers, dealers, exchanges & services
Honigman Miller Schwartz and Cohn LLP SHILOH INDUSTRIES INC SHLO S-3 Metal forgings & stampings
Howard & Howard Attorneys PLLC FIRST BUSEY CORP BUSE S-4 State commercial banks
Howard & Howard Attorneys PLLC MIDLAND STATES BANCORP INC MSBI S-4 State commercial banks
Hunter Taubman Fischer & Li LLC IMPERIAL GARDEN & RESORT INC ~ F-1 Services – misc. amusement & recreation
Johnson, Pope, Bokor, Ruppel & Burns, LLP CUI GLOBAL INC CUI S-3 Services – advertising
Jones Day MODERN MEDIA ACQUISITION CORP ~ S-1 Blank checks
Jones Day ATHERSYS INC ATHX S-3 Pharma. preparations
Jones Day NEXPOINT RESIDENTIAL TRUST INC NXRT S-3 Real estate investment trusts
Jones Day TALEND SA ~ F-1 Services – prepackaged software
K&L Gates LLP EATON VANCE FLOATING-RATE 2024 TARGET TERM TRUST ~ N-2 ~
K&L Gates LLP LILIS ENERGY INC LLEX S-1 Crude petroleum & natural gas
Kaufman & Canoles, P.C. MOXIAN INC MOXC S-3 Services – computer programming, data process, etc.
Kramer Levin Naftalis & Frankel LLP TRINITY PLACE HOLDINGS INC TPHS S-3 Retail – family clothing stores
Latham & Watkins LLP NOBLE ENERGY INC NBL S-4 Crude petroleum & natural gas
Latham & Watkins LLP SOLARIS OILFIELD INFRA- STRUCTURE INC ~ S-1 Oil & gas field machinery & equipment
Latham & Watkins LLP E.L.F. BEAUTY INC ELF S-1 Perfumes, cosmetics & other toilet preparations
Latham & Watkins LLP TOCAGEN INC ~ S-1 Pharma. preparations
Latham & Watkins LLP CORCEPT THERAPEUTICS INC CORT S-3 Pharma. preparations
Latham & Watkins LLP CYTOMX THERAPEUTICS INC CTMX S-3 Pharma. preparations
Latham & Watkins LLP SERES THERAPEUTICS INC MCRB S-3 Pharma. preparations
Latham & Watkins LLP VIEWRAY INC MRXC S-3 Retail – misc. retail
Locke Lord LLP CLECO CORPORATE HOLDINGS LIMITED LIABILITY COMPANY CNL S-4 Electric services
Loeb & Loeb LLP MONEYON- MOBILE INC CLPI S-1 Services – business services, not elsewhere classified
Longfin Corp LONGFIN CORP ~ 1-A ~
Lucosky Brookman LLP MERIDIAN WASTE SOLUTIONS INC MRDN S-3 Sanitary services
Luse Gorman, PC EAGLE FINANCIAL BANCORP INC ~ S-1 ~
Luse Gorman, PC HERITAGE NOLA BANCORP INC ~ S-1 ~
Mayer Brown LLP HALCON RESOURCES CORP HK S-3 Crude petroleum & natural gas
McLaughlin & Stern, LLP XIANGTIAN AIR POWER CO. LTD ~ S-1 Transportation services
Metro Media Holding Corporation BUY SMART STORAGE SOLUTIONS CORP ~ 1-A ~
Mitchell Silberberg & Knupp LLP HELIOS & MATHESON ANALYTICS INC HMNY S-3 Services – misc. business services
Morgan, Lewis & Bockius LLP VERITONE INC ~ S-1 Services – computer processing & data preparation
Morgan, Lewis & Bockius UK LLP UNIQURE N.V. QURE S-3 Pharma. preparations
Morrison & Foerster LLP CATALYST BIOSCIENCES INC CBIO S-1 Pharma. preparations
Morrison & Foerster LLP ARMADA HOFFLER PROPERTIES INC AHH S-3 Real estate
Morrison & Foerster LLP B. RILEY FINANCIAL INC RILY S-3 Services – business services, not elsewhere classified
Morrison & Foerster LLP VEECO INSTRUMENTS INC VECO S-4 Special industry machinery, not elsewhere classified
Nelson Mullins Riley & Scarborough LLP MONROE CAPITAL CORP MRCC N-2 Management investment offices, open-end
Nemus Bioscience, Inc. NEMUS BIOSCIENCE INC NMUS S-1 Trucking, except local
Nevada Agency and Transfer Company PUEBLA RESOURCES CORP ~ S-1 ~
Nutraceutical International Corporation NUTRACEUTICAL INTERNATIONAL CORP NUTR S-3 Medicinal chemicals & botanical products
O’Melveny & Myers LLP VEECO INSTRUMENTS INC VECO S-4 Special industry machinery, not elsewhere classified
Ortoli Rosenstadt LLP Q BIOMED INC ISMT S-1 Services – computer programming services
Phelps Dunbar LLP RENASANT CORP RNST S-4 State commercial banks
Polsinelli PC KALOBIOS PHARMACEUTICALS INC KBIO S-1 Pharma. preparations
Reed Smith LLP BRIGHTHOUSE LIFE INSURANCE CO OF NY ~ S-3 ~
Reed Smith LLP NEONODE INC NEON S-3 Electronic components, not elsewhere classified
Reed Smith LLP BRIGHTHOUSE LIFE INSURANCE CO ~ S-3 Life insurance
Ropes & Gray LLP E.L.F. BEAUTY INC ELF S-1 Perfumes, cosmetics & other toilet preparations
Sichenzia Ross Ference Kesner LLP MONEYONMOBILE INC CLPI S-1 Services – business services, not elsewhere classified
Sichenzia Ross Ference Kesner LLP IMPERIAL GARDEN & RESORT INC ~ F-1 Services – misc. amusement & recreation
Sidley Austin LLP POWERSHARES DB SILVER FUND DBS S-1 Commodity contracts brokers & dealers
Sidley Austin LLP POWERSHARES DB US DOLLAR INDEX TRUST UDN S-1 Commodity contracts brokers & dealers
Sidley Austin LLP ATHENE HOLDING LTD ATH S-1 Life insurance
Simpson Thacher & Bartlett LLP BLACKSTONE REAL ESTATE INCOME FUND ~ N-2 ~
Simpson Thacher & Bartlett LLP BLACKSTONE REAL ESTATE INCOME FUND II ~ N-2 ~
Simpson Thacher & Bartlett LLP NETSHOES (CAYMAN) LTD ~ F-1 Retail – catalog & mail-order houses
Skadden, Arps, Slate, Meagher & Flom LLP NOBLE ENERGY INC NBL S-4 Crude petroleum & natural gas
Skadden, Arps, Slate, Meagher & Flom LLP ONEOK INC /NEW/ OKE S-4 Natural gas transmission & distribution
Skadden, Arps, Slate, Meagher & Flom LLP WESTERN ASSET MORTGAGE CAPITAL CORP WMC S-3 Real estate investment trusts
Skadden, Arps, Slate, Meagher & Flom LLP ACTIVISION BLIZZARD INC ATVI S-4 Services – prepackaged software
Skadden, Arps, Slate, Meagher & Flom LLP TCP CAPITAL CORP TCPC N-2 Unit investment trusts, face-amount certificate offices & closed-end management investment offices
Spencer Fane LLP HOOPER HOLMES INC HH S-4 Services – misc. health & allied services, not elsewhere classified
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. BBX CAPITAL CORP BFCF S-3 Real estate investment trusts
Stradling Yocca Carlson & Rauth, P.C. TANDEM DIABETES CARE INC TNDM S-1 Surgical & medical instruments & apparatus
Stradling, Yocca, Carlson & Rauth, P.C. VERITONE INC ~ S-1 Services – computer processing & data preparation
Stroock & Stroock & Lavan LLP A&Q LONG/SHORT STRATEGIES FUND LLC ~ N-2 ~
Sullivan & Cromwell LLP LSC COMMUNI-CATIONS INC LKSD S-1 Commercial printing, not elsewhere classified
Sullivan & Cromwell LLP CADENCE BANCORP- ORATION ~ S-1 National commercial banks
Sullivan & Cromwell LLP KEY ENERGY SERVICES INC KEG S-3 Oil & gas field services, not elsewhere classified
Sullivan & Cromwell LLP B. RILEY FINANCIAL INC RILY S-4 Services – business services, not elsewhere classified
Sullivan & Cromwell LLP DONNELLEY FINANCIAL SOLUTIONS INC DFIN S-4 Services – misc. business services
Tandem Diabetes Care, Inc. TANDEM DIABETES CARE INC TNDM S-1 Surgical & medical instruments & apparatus
Team 360 Sports, Inc. TEAM 360 SPORTS INC ~ S-1 ~
The Matt Law Firm, PLLC ACTINIUM PHARMA-CEUTICALS INC ATNM S-3 Pharma. preparations
Thompson Hine LLP INTREXON CORP XON S-4 Services – commercial physical & biological research
Troutman Sanders LLP PINNACLE FINANCIAL PARTNERS INC PNFP S-4 National commercial banks
Troutman Sanders LLP RENASANT CORP RNST S-4 State commercial banks
Vinson & Elkins L.L.P. SWIFT ENERGY CO SFY S-3 Crude petroleum & natural gas
Vinson & Elkins L.L.P. WESTLAKE CHEMICAL PARTNERS LP WLKP S-3 Industrial organic chemicals, not elsewhere classified
Vinson & Elkins L.L.P. WESTERN GAS PARTNERS LP WES S-3 Natural gas transmission
Vinson & Elkins L.L.P. SOLARIS OILFIELD INFRA- STRUCTURE INC ~ S-1 Oil & gas field machinery & equipment
Vinson & Elkins L.L.P. CSI COMPRESSCO LIMITED PARTNERSHIP CCLP S-3 Oil & gas field services, not elsewhere classified
Vinson & Elkins L.L.P. C&J ENERGY SERVICES INC CJ S-3 Oil & gas field services, not elsewhere classified
Vorys, Sater, Seymour & Pease LLP EAGLE FINANCIAL BANCORP INC ~ S-1 ~
Vorys, Sater, Seymour and Pease LLP FIRST MERCHANTS CORP FRME S-4 National commercial banks
Wachtell, Lipton, Rosen & Katz CADENCE BANCORP- ORATION ~ S-1 National commercial banks
Wachtell, Lipton, Rosen & Katz PINNACLE FINANCIAL PARTNERS INC PNFP S-4 National commercial banks
Wachtell, Lipton, Rosen and Katz B. RILEY FINANCIAL INC RILY S-4 Services – business services, not elsewhere classified
Weil, Gotshal & Manges LLP NCS MULTISTAGE HOLDINGS INC ~ S-1 Oil & gas field services, not elsewhere classified
Wilmer Cutler Pickering Hale and Dorr LLP EDITAS MEDICINE INC EDIT S-3 Biological products, except diagnostic substances
Wilson Sonsini Goodrich & Rosati P.C. FLUIDIGM CORP FLDM S-3 Laboratory analytical instruments
Wilson Sonsini Goodrich & Rosati, P.C. ON DECK CAPITAL INC ONDK S-3 Finance services
Wilson Sonsini Goodrich & Rosati, P.C. AEHR TEST SYSTEMS AEHR S-3 Instruments for measuring & testing of electricity & electric signals
Wilson Sonsini Goodrich & Rosati, P.C. OKTA INC ~ S-1 Services – prepackaged software
Wilson Sonsini Goodrich & Rosati, P.C. TALEND SA ~ F-1 Services – prepackaged software
Wilson Sonsini Goodrich & Rosati, PC YEXT INC ~ S-1 Services – computer processing & data preparation
Winston & Strawn LLP KAYNE ANDERSON ACQUISITION CORP ~ S-1 Blank checks
Zysman, Aharoni, Gayer and Sullivan & Worcester LLP DARIOHEALTH CORP DRIO S-3 Surgical & medical instruments & apparatus

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IPO Underwriters of the Week: March 6 – 17 / 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 +
NIGHTFOOD HOLDINGS INC S-1 Black Forest Capital, LLC ~ ~
BLACKSTONE REAL ESTATE INCOME FUND N-2 Blackstone Advisory Partners, L.P. ~ ~
BLACKSTONE REAL ESTATE INCOME FUND II N-2 Blackstone Advisory Partners, L.P. ~ ~
BRIGHTHOUSE LIFE INSURANCE CO S-3 Brighthouse Securities, LLC ~ ~
BRIGHTHOUSE LIFE INSURANCE CO OF NY S-3 Brighthouse Securities, LLC ~ ~
LSC COMMUNICATIONS INC S-1 Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Inc. J.P. Morgan Securities LLC / Wells Fargo Securities, LLC
KAYNE ANDERSON ACQUISITION CORP S-1 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Credit Suisse Securities LLC
SOLARIS OILFIELD INFRASTRUCTURE INC S-1 Credit Suisse Securities LLC Goldman, Sachs & Co.
WARRIOR MET COAL LLC S-1 Credit Suisse Securities LLC / Citigroup Global Markets Inc. Morgan Stanley & Co. LLC / BMO Capital Markets Corp. / RBC Capital Markets, LLC Apollo Global Securities, LLC / KKR Capital Markets LLC / Clarksons Platou Securities, Inc.
NCS MULTISTAGE HOLDINGS INC S-1 Credit Suisse Securities LLC / Citigroup Global Markets Inc. Wells Fargo Securities, LLC / J.P. Morgan Securities LLC / Piper Jaffray & Co. Raymond James & Associates, Inc. / RBC Capital Markets, LLC / Tudor, Pickering, Holt & Co. Securities, Inc.
ACTINIUM PHARMACEUTICALS INC S-3 FBR Capital Markets & Co. ~ ~
HERITAGE NOLA BANCORP INC S-1 FIG Partners, LLC ~ ~
NETSHOES (CAYMAN) LTD F-1 Goldman, Sachs & Co. J.P. Morgan Securities LLC / Banco Bradesco BBI S.A. Allen & Company LLC / Jefferies LLC
ATHENE HOLDING LTD S-1 Goldman, Sachs & Co. ~ ~
TALEND SA F-1 Goldman, Sachs & Co. / J.P. Morgan Securities LLC Barclays Capital Inc. / Citigroup Global Markets Inc. Pacific Crest Securities / William Blair & Company, L.L.C.
OKTA INC S-1 Goldman, Sachs & Co. / J.P. Morgan Securities LLC Allen & Company LLC / Pacific Crest Securities Canaccord Genuity Inc. / JMP Securities LLC
CADENCE BANCORPORATION S-1 Goldman, Sachs & Co. / J.P. Morgan Securities LLC / Sandler O’Neill & Partners, L.P. Keefe, Bruyette & Woods, Inc. / Robert W. Baird & Co. Inc. / Raymond James & Associates, Inc. Stephens Inc. / SunTrust Robinson Humphrey, Inc. / Tudor, Pickering, Holt & Co. Securities, Inc.
CUI GLOBAL INC S-3 H.C. Wainwright & Co., LLC ~ ~
E.L.F. BEAUTY INC S-1 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Piper Jaffray & Co. / Wells Fargo Securities, LLC
MONEYONMOBILE INC S-1 Joseph Gunnar & Co., LLC ~ ~
EAGLE FINANCIAL BANCORP INC S-1 Keefe, Bruyette & Woods, Inc. ~ ~
CATALYST BIOSCIENCES INC S-1 Ladenburg Thalmann & Co. Inc. ~ ~
DEXTERA SURGICAL INC S-1 Ladenburg Thalmann & Co. Inc. Craig-Hallum Capital Group LLC ~
TOCAGEN INC S-1 Leerink Partners LLC Evercore Group L.L.C. Stifel, Nicolaus & Company, Inc.
ONCOBIOLOGICS INC S-1 Lincoln Park Capital Fund, LLC ~ ~
MODERN MEDIA ACQUISITION CORP S-1 Macquarie Capital Inc. ~ ~
YEXT INC S-1 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC / RBC Capital Markets, LLC Pacific Crest Securities / Piper Jaffray & Co.
IMPERIAL GARDEN & RESORT INC F-1 Network 1 Financial Securities, Inc. ~ ~
TANDEM DIABETES CARE INC S-1 Piper Jaffray & Co. Wedbush Securities Inc. ~
VERITONE INC S-1 Wunderlich Securities, Inc. Craig-Hallum Capital Group, 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.

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Toppan Vite Acquires PR Newswire Division, ‘Vintage’

Leading International Financial Printing Firm Acquires Competitor to Expand Service Offerings; forms one of the world’s largest financial communications companies

NEW YORK, March 10, 2017 /PRNewswire/ — Toppan Vite, a leading international financial printing, communications and technology company, announced today the strategic acquisition of Vintage, a division of PR Newswire. Vintage provides regulatory compliance across capital markets, corporate services, and institutional and fund services.

.

“We’re incredibly excited to be joining forces with Vintage,” said Jeffrey Riback, President of Toppan Vite. “Vintage’s clients and resources are now part of one of the largest financial printing companies in the world. We’re proud to offer Vintage’s clients our global financial printing and communications capabilities and enhance the firm’s technology-based solutions for today and the future.”

The acquisition expands the Toppan Vite global footprint and doubles the size of the company.  Toppan Vite plans to make extensive investments into the business following the merger, focusing particularly on enhanced technology.

“Aligning with Toppan Vite will improve Vintage’s business offerings for its clients, partners and employees,” said Cision CEO, Kevin Akeroyd. “Combined with Vintage’s hard-earned reputation for value and nimble service and Toppan Vite’s global reach, first-class service offerings and exceptional technology, Toppan Vite will provide countless business advantages for its clients’ most important financial moments. We are excited to continue our relationship with Toppan Vite, and to seamlessly deliver their newly combined offerings to our joint customers.”

Vintage, formerly Vintage Filings, was founded in 2002 and acquired by PR Newswire in 2007. PR Newswire was acquired as part of the Cision group of companies in 2016.  The terms of the deal are not being disclosed.

About Toppan Vite
Toppan Vite, a leader in financial printing and communications solutions, is part of the Toppan Printing Co., Ltd., the world’s largest printing group, headquartered in Tokyo with approximately US $13 billion in annual sales. Toppan Vite has been a pioneer and trusted partner in the financial markets for three decades, serving the financial, legal and corporate communities with meticulous, responsive service and unparalleled local market expertise and capabilities. Toppan Vite’s expanding U.S. operations deliver a hassle-free experience for mission-critical content for capital markets transactions, financial reporting and regulatory compliance filings, investment companies and insurance providers. Learn more at www.us.toppanvite.com.

About Cision
Cision is a leading media communication technology and analytics company that enables marketers and communicators to effectively manage their earned media programs in coordination with paid and owned channels to drive business impact. As the creator of the Cision Communications Cloud™, the first-of-its-kind earned media cloud-based platform, Cision has combined cutting-edge data, analytics, technology and services into a unified communication ecosystem that brands can use to build consistent, meaningful and enduring relationships with influencers and buyers in order to amplify their marketplace influence. Cision solutions also include market-leading media technologies such as PR Newswire, Gorkana, PRWeb, Help a Reporter Out (HARO) and iContact. Headquartered in Chicago, Cision serves over 100,000 customers in 170 countries and 40 languages worldwide, and maintains offices in North America, Europe, the Middle East, Asia, Latin America and Australia. For more information, visit www.cision.com or follow @Cision on Twitter.

Media Contacts

Sarah Reilly
Toppan Vite
Marketing Manager
(201) 562-1798
sarahreilly@toppanlf.com

Stacey Miller
Cision
Director, Communications
(301) 683-6038
stacey.miller@cision.com

 

 

 

REPORT: Your proxy is driving investment decisions, says Wall Street

If there was ever a chart to demonstrate the growing importance of smart proxy design, this is it.

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Activists seem to heavily focus on governance… and proxy fights will happen. Keeping “regular” investors informed is your best defense.

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.

 

Experts view sustainability reporting is of growing importance for investors

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.

Vintage question > Many in the accounting community are hoping to add a disclosure framework for sustainability. Do you think there should be such a framework/requirement? Why/why not and if yes, what do you think such a framework should look like?

Broc Romanek > Yes – I think sustainability information requirements are long overdue. I am strongly in the camp that thinks climate change is a huge issue and we’re behind the eight-ball on this. I think the Sustainability Accounting Standards Board (SASB) is doing great work creating voluntary standards industry-by-industry– it is a ton of work – but I wish they were mandatory. Fifty years ago is when weneeded the real change

If they remain voluntary, it means they aren’t going to happen for many companies. That’s just the way of human nature, right? Big companies have fiduciary duties to their shareholders to maximize profit, and so if it’s not mandatory, then they won’t all comply. Some companies will – they’ll be pressed because they have shareholders demanding it. But it would happen much more slowly.

Robert Herz > I’m on the board of directors of the SASB, and we see that investors and financial analysts are asking for more disclosure in this area. One survey conducted by the CFA institute last year said that sustainability information is an increasingly important area for them to consider in their analysis of valuation and investment recommendations. And the current information they get is not adequate or reliable.

Many companies now produce separate sustainability or corporate social responsibility reports, and I applaud them for doing that. But sometimes they are selective and basically say, “Here are all the nice things we did last year” – community activities, reducing their carbon footprint, and various other things. They don’t necessarily focus on the issues that really matter in the context of their industry.

The SASB was created to figure out and develop a set of standards industry-by- industry, and it covers 10 sectors and 79 industries, with standards that get to the most important issues in an industry context. And then we had to determine which metrics could be produced to address those issues so that you get comparable reporting. I believe that’s the right approach. Some people would say, “No, you need more standardized disclosure on climate risks,” for example. My response to that is, “Well, yes, climate risk is a fairly pervasive issue, but how it affects different companies tends to be different by industry.”

If you’re a real estate developer, climate change will obviously affect where you decide to put your developments, and gets into energy efficiency, LEED standards, and things like that. If you’re in the apparel industry, it may focus on your ability to adequately source cotton. If you’re in the automobile industry, it involves fuel efficiency and electric cars.

Financial services firms do not have much of a carbon footprint at all, while on the other hand a petroleum and chemical company may have a lot more.

Materiality of information is very important as well. There was a research study last year by Harvard Business School called “Corporate Sustainability: First Evidence on Materiality,” that used the SASB lens to look at what matters and what doesn’t when it comes to sustainability. They looked over a 20-year period at over 2,000 companies and showed that both the financial performance and stockholder returns of the companies that focused on the more material issues greatly outpaced the companies that focused on a broader range of sustainability issues.

So material issues as defined in the SASB approach do much better. We obviously think that this is the right approach to take in order to really get the usable, comparable, investor-grade data.

Erik Bradbury > As Bob pointed out, the innovations are happening, such as the work being done by the SASB. And in our view, we will see more innovation the more the SEC and other regulators get out of the way and allow companies to present nformation in the most meaningful way to investors. The SEC asked a lot of questions about sustainability disclosures, and we recognize the importance of sustainability issues to certain investors, including non-governmental organizations, local communities, and many others. But our view is that the commission shouldn’t pursue an approach where all issues that are important to a particular subset of stakeholders are required to be disclosed.

In other words, our view is that the SEC should focus on material items and avoid calls to expand disclosure requirements intended to address societal issues unrelated to its core mission of investor protection. Many of these issues don’t appropriately consider materiality. They don’t consider whether the information is useful to reasonably knowledgeable investors. There is a lot of information that certain investors want to know about companies – but is it important for making an investment decision? We don’t think that the threshold for including this information within the 10-K has been reached.

On a voluntary basis, most of our member companies have sustainability reports. But including these issues within a 10-K is a whole different story.

Dan Hanson > A principles-based framework for sustainability disclosures would be a positive. However, a requirement could have unintended consequences, and so I would advise to take one step at a time. The uniformity and materiality lens that the SASB standards bring is very helpful. I was one of the founding members of the SASB board of directors in 2011 and I took the view as a bottom-up investor that the SASB was something whose time had come. There needed to be an initiative to drive some degree of consistency for disclosure of sustainability information for investors.

You see literally thousands of corporate social responsibility reports being issued, in addition to securities filings, as well as third-party metrics and rankings being published, and it’s become a booming cottage industry of different methods and approaches. Without regulation, the market is responding to issuer and investor interest in sustainability data. So the SASB is encouraging reporting of this data in a more standardized way. As an investor, uniformity can make it much easier to interpret those reports and metrics and have some understanding of what’s meaningful in the business, because you can create benchmarks and provide context to understand metrics in comparison to competitors and peers. That is the benefit that SASB brings to the conversation.

It focuses on the most vital issues that are fundamentally, financially, and operationally relevant. Issuers could be provided with a principles-based framework of disclosure related to sustainability, but it would be best left to management to determine what the most material issues are to their particular businesses and how they want to disclose that information. I support the market-based approach that SASB brings. Companies are disclosing this information in any event, and having a more unified approach to disclosure can create more efficiency for both the issuers and users.

Ultimately, I think this discussion is about the concept of integrated reporting. Different people may use that term to mean different things, but the GE example cited by Erik and Bob is a great case of an issuer responding to a market need for better communication. That’s the market working, not a regulatory- driven approach.

Likewise, Broc’s earlier comment on Buffett’s “straight talk” in his CEO letter as a model for good disclosure is spot-on. And guess what – like all annual report CEO letters, those letters are not even part of the 10-k regulatory filing. So while there is an important role for regulation, some of the best examples of effective disclosure and communication to shareholders come from management teams that go beyond the scope of a regulatory “check the box” approach of minimum compliance, and treat their shareholders as true owners and partners in the business.

 

Video: February’s Top Law Firms for SEC transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. If you would like to be emailed the week’s transactions (every Monday afternoon), fill out the quick form on this page.

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Congratulations to any and all of our partnering law firms that made this month’s list – and to the firms that worked with our teams on their clients’ transaction:

  • 1-A: Form needed for companies taking advantage of Regulation A+
  • S-1: General form of registration statement for all companies including face-amount certificate companies
  • S-3: Registration statement for specified transactions by certain issuers
  • S-4 Registration of securities issued in business combination transactions
  • N-2: Initial filing of a registration statement on Form N-2 for closed-end investment companies
  • F-1: Registration statement for securities of certain foreign private issuers
  • S-11: Registration statement for securities to be issued by real estate companies
  • 10-12G: Initial general form for registration of a class of securities pursuant to Section 12(g)
  • 10-12B: Initial general form for registration of a class of securities pursuant to Section 12(b)

Have you read our whitepaper on how the S-1 registration paperwork flows back-and-forth between the company and the SEC?  CLICK HERE

 

IPOs and Transactions: Feb 27 – March 3 / plus “Billion Dollar Questions” for M&A

There were 35 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including American Brivision Holding Corp w/ Kane Kessler PC and Energy XXI Gulf Coast Inc. w/ Vinson & Elkins 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
Baker & McKenzie LLP KELLY SERVICES INC KELYA S-3 Services – help supply services
Baker Botts L.L.P. SELECT ENERGY SERVICES INC ~ S-1 Oil & gas field services
Baker Botts LLP DELEK HOLDCO INC ~ S-4 ~
Barack Ferrazzano Kirschbaum & Nagelberg LLP WEST BANCORP INC WTBA S-3 State commercial banks
Cantabio Pharmaceuticals Inc. CANTABIO PHARMACEUTICALS INC TBD S-1 Management services
Cleary Gottlieb Steen & Hamilton LLP CITIGROUP INC C/PN S-3 National commercial banks
Dechert LLP THL CREDIT SENIOR LOAN 2024 TERM FUND ~ N-2 ~
DLA Piper LLP SEASPINE HOLDINGS CORP SPNE S-3 Surgical & medical instruments & apparatus
Eversheds Sutherland LLP SARATOGA INVESTMENT CORP SAB N-2 Finance services
Foley & Lardner LLP ORION ENERGY SYSTEMS INC OESX S-3 Electric lighting & wiring equipment
Foley Hoag LLP ZOSANO PHARMA CORP ZSAN S-1 Pharma. preparations
Greenberg Traurig, LLP AIT THERAPEUTICS INC ~ S-1 Prepackaged software
Greenberg Traurig, LLP AQUA METALS INC AQMS S-3 Secondary smelting & refining nonferrous metals
Hart & Hart, LLC AMERICANN INC NVHS S-1 Blank checks
Jones Day BABCOCK & WILCOX ENTERPRISES INC BW S-3 Heating equipment
Kane Kessler, P.C. AMERICAN BRIVISION HOLDING CORP NNVC S-3 Commercial physical & biological research
King & Spalding LLP BEAZER HOMES USA INC BZH S-4 Operative builders
Kirkland & Ellis LLP NRG ENERGY, INC. NRG S-4 Electric services
Latham & Watkins LLP GARDNER DENVER HOLDINGS INC ~ S-1 ~
Law Offices of Robert Diener PAY MY TIME LTD ~ S-1 ~
Legal & Compliance, LLC RONCO BRANDS INC ~ 1-A ~
Locke Lord LLP TAMPA ELECTRIC CO TE1 S-3 Electric services
Maslon LLP EL CAPITAN PRECIOUS METALS INC E3L S-1 Metal mining
Mayer Brown LLP HALCON RESOURCES CORP HK S-3 Crude petroleum & natural gas
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. IMMUNOGEN INC IMGN S-3 Pharma. preparations
Morris, Manning & Martin, LLP NEXPOINT CAPITAL INC ~ N-2 ~
Proskauer Rose LLP ZOSANO PHARMA CORP ZSAN S-1 Pharma. preparations
Ropes & Gray LLP NEXPOINT CAPITAL INC ~ N-2 ~
Ropes & Gray LLP STONE RIDGE TRUST III ~ N-2 ~
Sheppard, Mullin, Richter & Hampton LLP MY SIZE INC MYSZ S-3 Electro- medical & electro- therapeutic apparatus
Simpson Thacher & Bartlett LLP GARDNER DENVER HOLDINGS INC ~ S-1 ~
State Agent & Transfer Syndicate, Inc. MIKROCOZE INC ~ S-1 ~
Sullivan & Cromwell LLP FOREST CITY REALTY TRUST INC FCE S-4 REIT
Vinson & Elkins L.L.P. SELECT ENERGY SERVICES INC ~ S-1 Oil & gas field services
Vinson & Elkins L.L.P. SILVER RUN ACQUISITION CORP II ~ S-1 Blank check
Vinson & Elkins L.L.P. ENERGY XXI GULF COAST INC EXXI S-3 Crude petroleum & natural gas
Vinson & Elkins LLP DELEK HOLDCO INC ~ S-4 ~
Vorys, Sater, Seymour and Pease LLP SCOTTS MIRACLE-GRO CO SMG S-4 Agricultural chemicals
Weil, Gotshal & Manges LLP SILVER RUN ACQUISITION CORP II ~ S-1 Blank check
White & Case LLP LIFEPOINT HEALTH INC LPNT S-4 Hospital & medical service plans
Wilmer Cutler Pickering Hale and Dorr LLP EDITAS MEDICINE INC EDIT S-3 Biological products

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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Click here to review the week’s underwriters.

Have a great week