Category Archives: Vintage

Vintage rates in top three for 2016 SEC Filing Agent

Transparency is the currency of shareholder communications and of SEC compliance and, by default, that transparency has again rewarded Vintage as measured by SEC-INFO. Bottom-line: attribution of our work is always shown.

This year, as we did last year, Vintage has made the top three, along with peers Donnelley and Merrill. Thank you, once again, to the data-crunchers over at SEC-INFO for their 2016 research The Top 25 Most-Active SEC Filing Agents and Registrants in 2016.

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“When asked to describe our client services team in just a few words,” said Liam Power, president of Vintage, “I simply state ‘deep domain experience delivered with fast-turns and spot-on execution.’ The annual SEC-INFO research is terrific third-party evidence of that description and confirms the consistent dedication of everyone within Vintage to get the job done for our clients,” Power continued.

“Now, with the added strength of Cision, we look forward to a very strong 2017.”

Read 2016 client comments here.

2016 highlights

  • #1 service for Regulation A+ effective filings
  • #1 service for 20-F filings in China
  • Simplification of V16.com user-interface for self-service Section 16 filing
  • The expansion of WorkStream for mutual fund content and prospectus management

Bottom-line. Why did we do so well in 2016? We’ve become the industry’s intelligent value. Learn more – contact us. 

Kudos to our product and sales people for making marketing and blog writing so easy!

Top 10 IR and SEC (regulatory) blogs of the 2016

HAPPY NEW YEAR!!  

First things first. Thank you for reading Building Shareholder Confidence throughout 2016. Our readership continues to accelerate each year. Judging by our numbers, the tone (informative & “breezy”) and the topic-range fits the niches’ appetite.

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I’d like to think that informative & “breezy” aligns with our 2016 brand mission in regard to our products and services: intelligent value – the right scale for your needs.  

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The 2016 Top 10:.

  • A review of Section 16 filing responsibilities READ HERE
  • What is required in an SEC 10-K file READ HERE
  • You don’t want the SEC to be your XBRL proofreader READ HERE
  • IR Room Fundamentals: Are investor relations websites required by the SEC? READ HERE
  • 9 questions answered about holding your first earnings conference call READ HERE
  • The 5 Stages of M&A looks at both sides of the deal READ HERE
  • What Investors Must Learn Before Buying Mini-IPO Stocks: A two-part webinar on Dec 13 READ HERE
  • Investor relations and social medi(um) to luke warm READ HERE
  • GE’s “Integrated Summary Report” is a superb example of both IR transparency and a really, really big IR budget READ HERE
  • New Report Compares How Wall Street vs. Main Street Investors Research Stock Opportunities READ HERE

One caveat… there should be eleven donuts in that box. Our weekly IPO and Transactions is by-and-away the most popular content; viewed by thousands of securities lawyers and corporate executives.  The top ten above are the most prose-based posts.

Thank you again,
~ Bradley H. Smith

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New study of corporate legal spending emphasizes the push for intelligent value

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In 2015, corporate legal spending increased for the second straight year according to a new survey. The study also reported that increased or changing regulatory requirements is the top challenge general counsel face.

Huron Legal’s annual Law Department Benchmarking Survey, found that, on average, corporate legal department spend rose 1.7 percent in 2015, down from 2014’s 2.2 percent increase.

Bret Baccus, managing director of Consilio, which owns Huron Legal said he expects “…legal spend will likely decline because there are now more programs in place within corporate law departments to help manage budgets and reduce legal spend. Those programs include matter-management e-billing technology, increased use of alternative fee agreements that achieve cost predictability and increased collaboration between law departments and law firms.”

In context to the study, Liam Power, President of Vintage, emphasizes the importance of cost predictability for inside counsel as well as their supporting securities law firms. “Eliminating legal overspending on the finite service of regulatory [SEC] compliance is a number one reason for our continued growth and why we were ranked a top three provider in 2015, along with Merrill and RR Donnelley. A key attribute for delivering what we titled ‘intelligent value’ – fast turns and spot-on execution – is cost predictability… our transparent billing practices. No surprise fees when the job is done. I am often amazed at how much time inside counsel save by not having to sort out complex invoices or explain unexpected increases,” finished Power.

From Bloomberg:

Amar Sarwal, vice president and chief legal strategist at the Association of Corporate Counsel, said the cost-cutting measures the report cited mirror what he’s seen in the industry. Chief executive officers and chief financial officers are ordering across-the-board reductions and law departments are responding to renewed scrutiny. “There’s a ruthless search for inefficiencies to root through, no doubt about it,” Sarwal said. “I don’t think lawyers are immune from those pressures.”

Vintage ranked in top three SEC Filing Agents for 2015

The beauty of being in the SEC compliance business is that our efforts are 100% transparent. Many 3rd party sites and feeds measure filings… the ultimate “client testimonial.” Once again, Vintage has made the top three in 2015, along with competitors RR Donnelley and Merrill.

Thanks once again to the data-crunchers over at SEC Info for their 2015 research “The Top 50 Most-Active SEC Filing Agents and Registrants in 2015.”

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2015 was a year to grow for sure!

  • Under the tutelage of our president, Liam Power, we continued our “rebirth,” and enjoyed acquiring new clients that understand and appreciate intelligent value: speed and accuracy
  • We are a co-founder of the XBRL US Center for Data Quality to improve the utility of XBRL financial data filed with the U.S. Securities and Exchange Commission
  • We are the #1 service for Regulation A+ effective filings
  • We are the #1 service for 20-F filings in China

Bottom-line. Why did we do so well in 2015? We’ve become the industry’s intelligent value. Learn more – contact us. 

Kudos to our product and sales people for making marketing and blog writing so easy!

(And SPEAKING of kudos, check THESE out!)

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The Strategic Shopping List for soon-to-be public companies

I was pleased to participate as a panelist at a discussion titled The IPO and Beyond…Experts Provide Insights about Preparing for Life as a Public Company. As follow-up from that that discussion, Vintage Is the only invited organization that can tactically work with a Emerging Growth Company right from their initial (pre-IPO) in-house S-1 drafting session (watch our video) all the way to getting their shareholder communications tools launched (IR website, earnings call, news distribution, etc.) and certainly their EDGAR and XBRL regulatory filings.

Due to this in-house organic breadth of services, we created the “strategic shopping list” that we suggest to public companies.

The strategic shopping list has three buckets.This list does not name products or services, nor is it by department. It is by goal.

  1. Compliance
  2. Transparency
  3. Communications

The next questions we ask:

  1. Which goal are you spending the most money on?
  2. Which goal will best help your company grow?

Without fail, “compliance” tends to be the “most money” answer and “communicate“ as the answer for “help company grow” – which for IR generally means acquiring more investors.

And there lies the problem… the answer to both questions must be the same. At least that’s how we build budgets in marketing.

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Above: Out of balance.

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Above: A better balance – same spend, just reallocated for growth.

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FIRST UP: Compliance

Lower your compliance costs… remember, there is no “luxury compliance.” Compliance is a binary function – you either are or are-not. Tactically, XBRL is an obvious discussion here. Without exaggeration, clients who have switched to us from the high volume XBRL provider have saved five-figures. Those five-figures are better spent on growth initiatives.

Click here to match-up your current XBRL workflow to see what an appropriate spend should be.  We’ll discuss Transparency and Communicate in later blogs.

Have a great day.

5 questions and 37 answers about SEC Reg A+

Each day, our Reg A+ team (READ HERE) is fielding more questions from clients, eager to learn about the impact the new Regulation A+ can have on their potential capital raise. Here is a quick to-date Q&A compilation. Spoiler: there is a lot of industry jargon below.

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Why a new Regulation A (+)?

  • Mandated by JOBS Act. Old Reg A was rarely used. Exemption only allowed $5 million capital raise. Reg D exemption much more widely used.
  • Blue sky (state) review was required
  • Updated Reg A (Reg A+) allows for capital raise up to $50 million, and Tier
  • Two raises not subject to Blue sky review
  • Reg A+ securities are not restricted (advantage over Reg D)
  • Potential liquidity advantage: exit strategy for VC

Who can use Reg A+?

  • Must be U.S. or Canadian company
  • Must NOT be already subject to Exchange Act reporting
  • Canadian companies can be listed in Canada
  • REITs allowed; BDCs NOT allowed (yet)
  • 40 Act companies, shell companies NOT allowed
  • Securities offered must be equity, debt, or convertible to equity
  • ABS NOT allowed

What are the requirements? 

Tier 1 (up to $20 million)

  • File an Offering Circular on Form 1-A. Some exhibits required
  • File an Exit Report on Form 1-Z
  • Tier 1 still subject to Blue Sky review
  • Intended for smaller, regional offerings
  • Not expected to be a large portion of the filings
  • NO XBRL

Tier 2 (up to $50 million) 

  • File an Offering Circular on Form 1-A. Some exhibits required
  • Prelim/Final Offering Circulars under Form Type 253(G1-4) [similar to 424 filing on Registered side]
  • Ongoing periodic reporting (current, semiannual, annual)
  • Audited Financials
  • May see voluntary Quarterly Financial filings to allow 144A sales
  • Exit report required on 1-Z
  • Transfer Agent services likely necessary
  • Monitor number of shareholders
  • Limited exemption from Exchange Act filing, but even if over limit, 2 year transition to Exchange Act reporting
  • NO XBRL

Are Confidential Draft filings allowed?

  • Similar to Emerging Growth Companies, who can file DRS
  • Reg A+ confidential filings file under DOS
  • DOS filings (and amendments) must be made public at time of 1-A filing— eliminates need to refile confidential filings as exhibits; starts 21-day clock towards qualification
  • There is no “Effectiveness” since there is no “Registration”; instead there is “Qualification”

Is Reg A+ a stepping stone to a exchange listing?

  • OTC changing its rules to allow Tier 2 Reg A+ disclosure to fully meet OTC disclosure requirements for the OTCQB Venture.
  • Partially meets OTCQX requirements (must also make quarterly financial reports, timely disclosure of material news events and have PCAOB audit standards)
  • Canadian companies must be listed on a qualified foreign exchange (e.g.TSXV)
  • Form 8-A eligible (no need for longer Form 10)

2015 SEC Reporting Rules Guidebooks are in: Forms 10-K, 10-Q, 8-K, SD and Proxy Statements

We are pleased to provide you with our annual updated editions of the SEC Reporting Rules for Forms 10-K, 10-Q, 8-K, SD and SEC Reporting Rules for Proxy Statements.

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These publications are an excellent reference source for legal and accounting professionals and corporate executives.

  • FREE
  • 680 pages
  • Up-to-date for 2015 including in-depth information on Form SD
  • Detailed table-of-contents for quick reference

In addition to outlining the applicable laws, regulations and rules, these guidebooks seek to provide practical guidance reflecting, among other things, interpretive guidance issued by the Securities and Exchange Commission, general industry practice and the authors’ experience. In addition, we eliminate many cumbersome citations and provide “plain English” rule references.

CLICK HERE: These are printed guidebooks. There are no fees to receive these resources. Please expect a call to confirm your shipping address.  

Thank you and have a nice weekend.

2015 SEC filing calendar – don’t miss a deadline or holiday closing

This is the shortest post you’ll ever read hereClick here to download our 2015 SEC filing calendar. 

You don’t need to log-in, but if you are so inclined, there is a sign-in to receive news and updates from us.

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Six bits of printers’ jargon to know when planning your 2014 annual report

No one expects Investor Relations Officers or Corporate Secretaries to be experts at purchasing commercial printing. That said, it’s safe to have a general understanding for the process – to assure your expectations are met.

Below are the six key variables that Investor Relations Officers and Corporate Secretaries will be asked to make decisions around that will impact the production and price of an annual report.

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Each year, issuers’ ask us to audit their previous annual report print production to
set a budget for their upcoming one. Click here and upload your 2013 PDF.

ONE

4-color… is full color. The only distinction now is whether you print on a traditional offset printing press or digital print. The variables you will discuss when shopping depend on your report’s creative design and print quantity.

  • Traditional offset printing is generally used for larger print quantities or very exact color (brand) matching by adding a 5 and 6th color.
  • Digital printing is, simply put, a really high-end version of the HP printer sitting on your desk. Perfect for smaller quantities and rush scenarios.

Both these technologies will require a final CMYK (also known as four color process) file from you. CMYK is cyan, magenta, yellow and black. Online annual reports are RGB: red, green and blue. Digital cameras, television screens and computer monitors use the RGB process to create color. Generally, a print vendor can convert a RGB file to CMYK without issue.


TWO

1-color… usually means “black ink only.” The meat of the 10-K.


THREE

Cover stock… is the thicker paper used for both the front and back covers. It is described in “pounds” and generally ranges from 65 lb to 120 lb, depending on the paper itself.

  • “Coated cover” is generally a glossy stock. Most times, you will be using 100 lb – 120 lb weight, as the glossiness makes the paper softer.
  • Uncoated cover is a matte paper, much like a business card. You may be in the 65 lb – 100 lb weight range.
  • Generally, you will print on both sides of the front cover. You will always print the back cover, often NOT the inside back cover. It costs you no more to not print on the inside back. That is a visual design choice.


FOUR

Text stock… are the pages inside of the covers. The guts.

  • It follows the same descriptions as cover stock, just much thinner weights. 20 lb – 32 lb. “Copier paper” is 24 lb-ish.


FIVE

Binding…. is how the annual report is held together

  • Saddle stitched means the annual report pages are folded in half and stapled. This physically creates a “10-K wrap.” (The front cover is the back cover; the first inside page is the same piece of paper as the last inside page and so on.)
  • Perfect bound is a flat glued spine. It can be more expensive; however it allows for any configuration of paper/pages and presents itself in a very finished manner.


SIX

Sheets of paper vs. page count… can be confusing. Financial printers think in terms of “pages” not paper. A simple example is if you take an 11″x 17″ piece of paper and fold it in half, that’s a four page 8.5″ x 11″ annual report. Get it?

  • This only “really” matters for saddle stitched annual reports. The page count needs to be in a multiple of four. If you come up short, we print “This page is intentionally left blank.”

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Caveat Emptor: As once reported in an expose’ by both the New York Times and CFO Magazine, the “financial print industry” has had questionable purchasing and billing practices. It is against this environment that Vintage has emerged as the intelligent value.

ACTION ITEM!

Click here to audit your previous annual report printing to benchmark your upcoming production. You will need to upload the PDF of last year’s annual report. (We will also send you examples of our printed work. )

Have a great day.

The SEC is closed for Labor Day: Monday, September 1

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In honor of Labor Day, the SEC is closed on Monday, September 1, 2014. No files can be received.

Files submitted after 5:30 pm ET, Friday, August 29, 2014 will receive a filing date of September 2, 2014 and will be posted to the public on September 2, 2014 at 6:00 am ET.

As with other holiday closings, the following file types will receive a Friday, August 29, 2014 filing date if filed by 10:00 pm ET on Friday:

  • Form 13H filings
  • Section 16 filings (3, 3/A, 4, 4/A, 5, 5/A)

For any filing with a due date of Monday, September 1, 2014, the SEC will move the due date to the next business day, Tuesday, September 2, 2014.

Have a great long weekend.