XBRL quality takes a village (needed a consortium), state experts

Greater transparency, lower filing costs, reduced risks and better data quality – these long-promised benefits of XBRL are finally becoming a reality. As the XBRL landscape continues its swift evolution, we discussed the latest developments with five experts – as well as with a representative of the SEC.

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Vintage question > A lot of consumers of XBRL data lament the low quality of the data. In what ways do you think XBRL implementation and data gathering can be improved?

Campbell Pryde > This is the main task we have on our plate right now at XBRL US – improving the quality of the filings. We’re finally reaching the point at which there are enough people taking in this XBRL data and making it available that people are coming to us with much more realistic questions about how the data can be improved, because they’re noticing enough of the errors. We have an initiative underway to address all the errors, an effort in which Vintage is involved – the Data Quality Committee.

We’re trying to set very prescriptive guidance to help filers get their data into a form that can be used by the capital markets. We’re doing that in two ways: by issuing guidance and also by publishing rules that companies can run over their filings before they file with the SEC. An important component of that, obviously, is SEC buy-in. We’re spending a lot of time with the SEC – doing regular updates with them to make sure that they’re supporting the initiative and monitoring the results.

Pranav Ghai > What I would say is that there are small errors, and then there are really big errors. People complain about the errors in XBRL, but there are an equal number, if not more, in data collected by hand. And XBRL is transparent enough that the errors usually pop out at you.

The second thing is that Calcbench does a lot of data cleansing for our clients. Our systems catch a lot of the low-hanging fruit. Once you have a certain number of data points to look at, you can discern patterns in them. For instance, you know that shares outstanding is typically in the millions or more. If you see something with shares outstanding in the trillions or the thousands, you sniff it out and you say, “Hey, something is off here.” You can catch some of that stuff rather easily. It’s true that there are other types of errors that are harder to catch, and we’re working on those. But my guess is that even the best data vendors haven’t corrected them yet.

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In addition, XBRL US has created the Data Quality Committee, as Campbell mentioned, and the idea is that this consortium is putting together a set of rules that will be guiding principles for how companies should file their XBRL. The idea is simply that it will increase adoption by decreasing the error rate. That is one very tangible step the community is taking. These principles are then being put into practice by the filers, meaning the corporates themselves, or by the companies that handle their filings, such as Vintage.

Jaret Klekota > Two studies have been done on XBRL in recent years, one by Columbia University’s Center for Excellence in Accounting and Security Analysis and another by the CFA Institute. And both studies came to the conclusion that the reliability of the data needs to be improved in order for it to be better utilized. They concluded that one possible way of improving it is to require some type of assurance or audit of the XBRL. In the CFA Institute survey, 50% of respondents said they thought that XBRL should be incorporated into the standard financial statement audit and 19% said they thought a separate audit should be done around XBRL. So there are different groups that have been advocating for ways to help improve quality. I also think education is key for companies — understanding what all the rules and risks are. A lot of companies need to step back and ask themselves if they have a formal enough process in place for filing. Do they have formal controls and policies in place that make them comfortable with the quality of their XBRL?


Vintage question > XBRL data can obviously be a useful tool for investors, but can it be beneficial for companies as well? In what ways could it be used?

Ilya Vadeiko  > I would not recommend that each individual business maintain their own database of XBRL data of other peer companies, because it requires considerable experience to achieve good comparability and usability. However, if they use XBRL data for reporting and make it available to aggregators such as FinDynamics, they could subscribe and obtain the high value data of their peers at a low cost. The benefits are significant if XBRL is used wisely.

It ensures consistency within one report and across many periods if used correctly, which is important for reliable analysis. In the past, if an analyst wanted to go beyond the three primary financial statements into more interesting disclosure areas, the amount of effort and time required to collect the information from unstructured HTML reports grew exponentially.

This is why a handful of traditional data aggregators that provide some normalized disclosure data from HTML reports charge enormous fees, because that data used to be manually collected and still had a fair number of errors. With XBRL, it’s becoming a lot easier and more reliable and verifiable.

Campbell Pryde > We’re actively trying to give public companies access to the data – we have an API that people can use to pull the data into a spreadsheet. We have a number of public companies that use that data to look at their own filings, and then do comparative analysis as well. They can do their own modeling for their own corporate purposes.

Pranav Ghai > There’s a really nice anecdote I can share with you from one of our customers about this.

The CFO of a company went to a presentation that a group of consultants were giving, and their whole approach was something like, “You must do corporate benchmarking to figure out where you stack up against your peers. But we can do it for you. It will cost you half a million dollars a year.” This CFO came back from the meeting and said to one of his employees, “Look, they want to charge us half a million bucks a year, but I know we can do the work. And we can do it better because we understand our market. Go find some tools that’ll help.” That employee did his homework and he came to us. And we were able to give him the data using XBRL. That was it. It was literally that easy.

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“And thanks for your service – always accurate and timely and friendly.”

Fast turns and spot-on execution has redefined Vintage, helping us to be a top three solution in North America. Our work is highlighted every Monday in our “IPOs and Transactions of the Week” blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

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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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You guys blow the [ LARGEST ] financial printers away on turnaround and service. Both I and my clients appreciate it.

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Y’all have been wonderful this year. I can’t tell you how much I appreciate the expertise, quality and attention to detail your team always offers. I couldn’t do my job without them!

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I just wanted to let you know that we have been very pleased with the new Vintage Crossfire software platform for both the Edgar and XBRL filing process.  It is a quality product and user friendly.

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Also, our account representative is very knowledgeable and responsive.  It has been a pleasure to work with him.  With his help, the 10-Q preparation, tagging and filing process was both effective and efficient this quarter.

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We inadvertently reversed the titles, so both 906’s should be changed. Thank you again for your careful attention to this.

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Congratulations to everyone for getting the first amendment filed!!  That is another great milestone to achieve.  Everyone’s hard work, especially at the end, is greatly appreciated, especially by the company.

Let’s hope the SEC responds quickly and with very few remaining comments!

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Good lord guys!!! Thanks a million. Much appreciate the almost miraculous work you just pulled off.

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

Thanks to our experts for delivering intelligent value!

12 month at-a-glance calendar for Investor Relations departments

Working with a new client last week, the discussion went from a cheerfully kind “thank you for the 2017 SEC EDGAR filing calendar” (click here) to a subtle “hey… do you have a calendar for IR, too?”

We did not. But we do now!

CLICK HERE TO DOWNLOAD THE HIGH RESOLUTION PDF.

Help your internal stakeholders understand the to-do of IR!

Never shrinking down from a client request, we immediately went to task – first asking during that meeting what are the key activities needed to be calendared. As you see, the result is a traditional IR to-do list. Also, except for the 10-K and 10-Qs, the events are driven by broad strokes, month by month, rather than exact dates.

Comments:

  • Planning stages certainly vary and overlap i.e. earnings news releases and 10-Qs
  • Updating the IR website once a quarter refers to more holistic updates: text narratives, FAQs, and other non-automated feed
  • Best practices suggest two or three days each quarter for non-deal roadshows in targeted cities
  • Holding a formal Analyst Day in a target city, like NYC, generally aligns with non-deal meetings
  • The NIRI Annual Conference is in June

Happily, the client was grateful for the calendar – they will be sharing it internally as a directional illustration of IR’s year.

Click here to download a high resolution PDF.

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IPOs and Transactions: Dec 26 – 30 / plus 2017 EDGAR filing deadline calendar

There were 28 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including 22nd Century Group Inc. w/ Foley & Lardner LLP, Rise Companies Corp. w/ Goodwin Procter LLP and Novavax Inc. w/ Ropes & Gray LLP.

We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.

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Law firm / advisor Registrant Symbol Form Industry
Alston & Bird LLP MOODY NATIONAL REIT II INC ~ S-4 REITs
AXA Equitable Life Insurance Co. AXA EQUITABLE LIFE INSURANCE CO ~ S-3 Insurance agents, brokers & service
Axovant Sciences, Inc. AXOVANT SCIENCES LTD AXON S-3 Pharma preparations
BlackStar Enterprise Group, Inc. BLACKSTAR ENERGY GROUP INC BEGI 10-12G Educational services
Cassidy & Associates DOERS EDUCATION ASEAN LTD ~ S-1 Blank checks
Cooley LLP AXOVANT SCIENCES LTD AXON S-3 Pharma preparations
Cooley LLP IMMUNOCELLULAR THERAPEUTICS LTD IMUC S-1 Pharma preparations
Cooley LLP OBSEVA SA ` F-1 Pharma preparations
Davis Polk & Wardwell LLP BRAEBURN PHARMACEUTICALS INC ~ S-1 Pharma preparations
Davis Polk & Wardwell LLP JOUNCE THERAPEUTICS INC ~ S-1 Biological products
Dechert LLP FS INVESTMENT CORP III ~ N-2 ~
Dechert LLP VANECK COASTLAND ONLINE CONSUMER FINANCE FUND ~ N-2 ~
Dentons US LLP MYND ANALYTICS INC CNSO S-1 Misc. health & allied services
Ellenoff Grossman & Schole LLP IMMUNOCELLULAR THERAPEUTICS LTD IMUC S-1 Pharma preparations
Foley & Lardner LLP 22ND CENTURY GROUP INC XXII S-3 Cigarettes
Goodwin Procter LLP APPDYNAMICS INC ~ S-1 Prepackaged software
Goodwin Procter LLP BRAEBURN PHARMACEUTICALS INC ~ S-1 Pharma preparations
Goodwin Procter LLP JOUNCE THERAPEUTICS INC ~ S-1 Biological products
Goodwin Procter LLP RISE COMPANIES CORP ~ 1-A REITs
Greenberg Traurig, LLP PROFESSIONAL DIVERSITY NETWORK INC IPDN S-1 Computer programming services
Hunton & Williams LLP ARLINGTON ASSET INVESTMENT CORP AI S-3 REITs
Kirkland & Ellis LLP RAMACO RESOURCES INC ~ S-1 Bituminous coal & lignite mining
Latham & Watkins LLP CYTORI THERAPEUTICS INC CYTX S-1 Surgical & medical instruments & apparatus
Latham & Watkins LLP OBSEVA SA ~ F-1 Pharma preparations
Manatt, Phelps & Phillips, LLP PINGTAN MARINE ENTERPRISE LTD PME S-3 Blank checks
Norton Rose Fulbright US LLP EQUITY BANCSHARES INC EQBK S-4 State commercial banks
Reed Smith LLP ENTERPRISE FINANCIAL SERVICES CORP EFSC S-3 State commercial banks
Ropes & Gray LLP NOVAVAX INC NVAX S-3 Biological products
Schiff Hardin LLP BIOSTAR PHARMACEUTICALS INC BSPM S-3 Pharma preparations
Sichenzia Ross Ference Kesner LLP DATARAM CORP DRAM S-4 Computer storage devices
Stinson Leonard Street LLP EQUITY BANCSHARES INC EQBK S-4 State commercial banks
Venable LLP MOODY NATIONAL REIT II INC ~ S-4 REITs
Vinson & Elkins L.L.P. MOODY NATIONAL REIT II INC ~ S-4 REITs
Vinson & Elkins L.L.P. RAMACO RESOURCES INC ~ S-1 Bituminous coal & lignite mining
Vorys, Sater, Seymour and Pease LLP SCOTTS MIRACLE-GRO CO SMG S-4 Agricultural chemicals
Williams Securities Law Firm, P.A. TMPOS INC ~ 1-A ~
Willkie Farr & Gallagher LLP RYERSON HOLDING CORP RYI S-3 Wholesale – metals service centers & offices
Wilson Sonsini Goodrich & Rosati PC APPDYNAMICS INC ~ S-1 Prepackaged software

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: Dec 26 – 30 / plus 2017 EDGAR filing deadline calendar

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 +
AXA EQUITABLE LIFE INSURANCE CO S-3 AXA Advisors, LLC AXA Distributors, LLC ~
OBSEVA SA F-1 Credit Suisse Securities LLC Jefferies LLC Leerink Partners LLC
NOVAVAX INC S-3 FBR Capital Markets & Co. ~ ~
BRAEBURN PHARMACEUTICALS INC S-1 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Inc. Deutsche Bank Securities Inc.
JOUNCE THERAPEUTICS INC S-1 J.P. Morgan Securities LLC Cowen and Company, LLC Wells Fargo Securities, LLC / Robert W. Baird & Co. Inc.
CYTORI THERAPEUTICS INC S-1 Lincoln Park Capital Fund, LLC ~ ~
APPDYNAMICS INC S-1 Morgan Stanley & Co. LLC Goldman, Sachs & Co. J.P. Morgan Securities LLC / Barclays Capital Inc. / UBS Securities LLC / Wells Fargo Securities, LLC / William Blair & Company, L.L.C. / JMP Securities 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. Click here and opt-in to receive this weekly summary via email.

Have a great week.

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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REPORT: 66% of institutional investors listen to earnings calls before they consider a position

Two weeks ago, we learned about the listening practices of current shareholders in regard to earnings calls. But what about potential (hopeful) investors? Does the verbal tenor of your CEO matter to them? Do investors go beyond the flat numbers and listen for the cadence of confidence?

As you can see below, over two-thirds of institutional investors tune in before they take a position.

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There’s no question, webcasting your earnings call is important. True, regulatory-wise you don’t “have” to webcast. However, it’s essential content for investors… a point small-cap companies need to heed.

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.

 

 

Section 16 filings are easy to DIY (a review of insider Forms 3, 4 and 5)

Prior the new year, we hold re-cap meetings with many clients. One of the most frequent topic is regarding Section 16 filings. 

There are three types of corporate insiders for purposes of Section 16: officers, directors and greater than 10% shareholders. We refer to these three types of corporate insiders collectively as Section 16 insiders.

The company officers subject to Section 16 are:

  • The president
  • The principal financial officer
  • The principal accounting officer (or, if there is no such accounting officer, the controller)
  • Any vice president in charge of a principal business unit, division or function (such as sales, administration or finance)
  • Any other officer who performs a significant policy-making function
  • Any other person who performs similar policy-making functions for the company

Section 16 insiders must file reports with the SEC disclosing their beneficial ownership of and transactions in a public company’s equity securities. The three forms on which Section 16 insiders must make these reports – Forms 3, 4 and 5.

Our DIY portal is very easy to learn and use.

Our DIY portal is very easy to learn and use.

Form 3: Initial Statement of Beneficial Ownership of Securities.

Section 16 insiders must file an initial report on Form 3 with the SEC within 10 days of becoming subject to Section 16. For a person who is elected an officer or director of a company that already has a class of equity securities registered under Section 12, the 10-day period begins when the person becomes an officer or director. Section 929R of the Dodd-Frank Act amended Section 16 of the Exchange Act to authorize the SEC to establish by rule a shorter time period within which a new Section 16 insider would be required to file a Form 3. As this handbook goes to publication, the SEC has not proposed any rule change that would shorten the current 10-day reporting window.

Persons who are officers, directors or greater than 10% shareholders of a company that registers a class of equity securities (and did not previously have a class of registered equity securities) are required to file a Form 3 on the effective date of the company’s registration statement. In any case, the Form 3 must disclose all equity securities of the company that the Section 16 insider beneficially owned on the date the person became subject to Section 16. Even if a director or officer owns no securities on the date he or she becomes a Section 16 insider, he or she is still required to file a Form 3.

In certain circumstances, the Section 16 insider should file an initial Form 3 earlier than is required. As discussed below, a Section 16 insider generally must report changes in his or her beneficial ownership of the company’s equity securities on Form 4 within two business days. If the Section 16 insider’s beneficial ownership of the company’s equity securities changes during the 10-day period before he or she must file a Form 3 (e.g., where a new director is granted restricted stock upon his or her appointment), the SEC recommends that the Section 16 insider file an initial Form 3 concurrently with a Form 4 reporting the change, notwithstanding that the rules permit the Form 3 to be filed at a later date.

Form 4: Statement of Changes in Beneficial Ownership.

After filing a Form 3, a Section 16 insider must report any subsequent change in beneficial ownership of the company’s equity securities by filing a Form 4 within two business days, unless the transaction is exempt from reporting or is eligible for deferred reporting.

Transactions that must be reported on Form 4 include, but are not limited to:

  • Non-exempt purchases and sales of equity securities held in the Section 16 insider’s name
  • Transactions involving equity securities held by others but that the Section 16 insider is deemed to beneficially own (i.e., equity securities in which the Section 16 insider has a “pecuniary interest,” as discussed above)
  • Exercises or conversions of derivative securities
  • Acquisitions and grants of any of the company’s equity awards (including options), even if not presently exercisable
  • Entry into various other derivative transactions, including equity swaps and similar hedges
  • Awards to non-employee directors made pursuant to equity incentive plans
  • Equity securities received from a non-exempt dividend reinvestment
  • Dispositions of equity securities to the company (e.g., the company’s retention of shares to pay the Section 16 insider’s tax withholding obligation upon the exercise of stock options)

Following an IPO, the directors and officers of the company before it became public may be required to report certain pre-IPO transactions in the company’s equity securities. Such a filing obligation may arise if the director or officer engages in a reportable transaction less than six months after the date that the company’s registration statement becomes effective. In such event, the director or officer is required to “look back” for a period of six months from the date of the reportable transaction and report on its first required Form 4 any transactions in the company’s equity securities that occurred during that period. Persons who are Section 16 insiders by virtue of being greater than 10% shareholders are not subject to six-month look-back periods. Likewise, a covered officer or director may be required to report transactions that occur after the company ceases to be a public company (i.e., because of termination of its Section 12 registration and reporting obligations). An otherwise reportable transaction occurring after the company is no longer public will be reportable on Form 4 if (and only if) the transaction is not exempt from Section 16(b) and occurs within six months of an “opposite way” transaction that was also subject to Section 16(b) and occurred while the company was public. For purposes of this rule, an acquisition and subsequent disposition (or vice versa) are considered “opposite way” transactions.

A covered officer or director may also be required to report transactions that occur after the termination of that person’s officer or director status. An otherwise reportable transaction occurring after the cessation of a person’s officer or director status will be reportable on Form 4 in the same circumstance as a transaction that occurs after a company ceases to be public (i.e., if (and only if) the transaction is not exempt from Section 16(b) and occurs within six months of an “opposite way” transaction that was also subject to Section 16(b) and occurred while the person was still a director or officer). A person who is a Section 16 insider solely by virtue of being a greater than 10% shareholder ceases to be subject to Section 16 reporting requirements once the person ceases to be a greater than 10% shareholder.

The SEC has adopted a variety of exemptions from the reporting requirements of Section 16(a) based upon the nature of the transaction. These exemptions apply to the following types of transactions:

  • Any increase or decrease in the number of equity securities held as a result of a stock split or a stock dividend applying equally to all securities of a class
  • The acquisition of rights, such as shareholder or preemptive rights, pursuant to a pro rata grant to all holders of the same class of registered equity securities
  • Transactions that effect only a change in the form of beneficial ownership without changing the person’s pecuniary interest in the subject equity securities (note, however, that this exemption does not cover the exercise and conversion of derivative securities or deposits to and withdrawals from voting trusts)
  • Certain transactions pursuant to tax-conditioned employee benefit plans
  • Acquisitions made pursuant to a dividend reinvestment plan, provided that the plan meets certain requirements specified in Rule 16a-11 under the Exchange Act
  • Acquisitions or dispositions of an equity security pursuant to a domestic relations order
  • The disposition or closing of a long derivative security position as a result of cancellation or expiration, provided that the Section 16 insider receives no value in exchange for the expiration or cancellation

In addition to the above exemptions, the SEC has adopted a number of exemptions based upon the status of the Section 16 insider. Depending on the circumstances, certain of these exemptions may be available to executors and other fiduciaries, odd-lot dealers, market makers, arbitrageurs, underwriters and other persons who participate in a distribution of the company’s equity securities.

Form 5: Annual Statement of Changes in Beneficial Ownership

A Section 16 insider must report certain transactions on a year-end report on Form 5within 45 days after the end of the company’s fiscal year. Some transactions, most notably gifts, are not required to be reported on Form 4, but must be reported on Form 5. A Section 16 insider is required to file a year-end Form 5 to report any transaction that the person should have reported during the fiscal year on Form 3 or Form 4, but did not. Transactions reportable on Form 5 are limited to the following:

  • Certain transactions occurring during the most recent fiscal year that are exempt from short-swing profit liability under Section 16(b), such as bona fide gifts of the company’s equity securities, but excluding exempt transactions which involve the company
  • Qualifying de minimis acquisitions of the company’s equity securities
  • Transactions that the Section 16 insider should have reported on Form 3 or Form 4 during the most recent fiscal year, but did not

Disclosure of Reporting Delinquencies; Compliance Programs. Item 405 of Regulation S-K requires a company to disclose in its annual proxy statement and annual report on Form 10-K certain information regarding the failure of any Section 16 insider to timely file a Section 16 report during the previous fiscal year or prior fiscal years. For each such delinquent Section 16 insider, the company is required to set forth the number of late reports, the number of transactions that were not reported on a timely basis, and any known failure to file a required Form 3, 4 or 5. Although there is no official sanction placed upon the company as a result of the filing delinquencies of its insiders, such disclosures are potentially embarrassing.

Accordingly, every public company should develop and implement a strong compliance program to ensure that its directors and officers timely file all required reports. In addition to minimizing the potential for embarrassing disclosures of the type described above, a strong compliance program will assist the company’s directors and officers in avoiding both short-swing liability under Section 16(b) and SEC enforcement actions to enforce Section 16(a)’s reporting requirements.

Filing Procedures and Website Posting.

All Section 16(a) reports must be filed with the SEC electronically using the SEC’s EDGAR filing system, and all reports become publicly available immediately upon filing.

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2017 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 2017 SEC filing calendar.

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*Pushpin not actual size

IPOs and Transactions: Dec 19 – 23

There were 76 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Function(X) Inc. w/ Reed Smith LLP and Sichenzia Ross Ference Kesner LLP, Bio-path Holdins Inc w/ Winstead PC, Five Oaks Investment Corp w/ Kaye Scholer LLP, Golub Capital BDC Inc. w/ Dechert LLP, Lion Biotechnologies Inc. w/ TroyGould PC and Seacoast Banking Corp of Florida w/ Foley & Lardner LLP and Cadwalader, Wickersham & Taft LLP.

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We appreciate that they selected to work with us and we’re pleased that they found us to be the intelligent value.

Law firm / advisor Registrant Symbol Form Industry
Akerman LLP CATALYST PHARMACEUTICALS INC CPRX S-3 Pharma preparations
Andrews Kurth Kenyon LLP JAGGED PEAK ENERGY INC S-1 Crude petroleum & natural gas
Bart and Associates, LLC NEW AGE BEVERAGES CORP ABRW S-1 Malt beverages
Bozki, Inc. BOZKI INC ~ 10-12G ~
Breakwater Law Group, LLP NTN BUZZTIME INC NTN S-3 Television broadcasting stations
Bryan Cave LLP GENERAL MOLY INC GMO S-3 Metal mining
Cadwalader, Wickersham & Taft LLP SEACOAST BANKING CORP OF FLORIDA SBCF S-4 State commercial banks
Cleary Gottlieb Steen & Hamilton LLP WESTERN DIGITAL CORP WDC S-4 Computer storage devices
Cooley LLP HELIUS MEDICAL TECHNOLOGIES INC HSM S-3 Electromedical & electro- therapeutic apparatus
Covington & Burling LLP OXFORD IMMUNOTEC GLOBAL PLC OXFD S-3 In vitro & in vivo diagnostic substances
Cravath, Swaine & Moore LLP SCHNEIDER NATIONAL INC ~ S-1 ~
David Lubin & Associates, PLLC COOL TECHNOLOGIES INC WARM S-1 Educational services
Davis Graham & Stubbs LLP PDC ENERGY INC PDCE S-4 Crude petroleum & natural gas
Davis Polk & Wardwell COBALT INTERNATIONAL ENERGY INC CIE S-3 Crude petroleum & natural gas
Day Pitney LLP PEAPACK GLADSTONE FINANCIAL CORP PGC S-3 Commercial banks
Dechert LLP GOLUB CAPITAL BDC INC GBDC N-2 Investment advice
Dentons US LLP MYND ANALYTICS INC CNSO S-1 Services – misc. health & allied services
DLA Piper LLP ADOMANI INC 1-A Motor vehicle parts & accessories
DLA Piper LLP COTTONWOOD COMMUNITIES INC ~ S-11 ~
Dorsey & Whitney LLP ARBUTUS BIOPHARMA CORP ABUS S-3 Pharma preparations
Drinker Biddle & Reath LLP AEOLUS PHARMACEUTICALS INC IC9B S-1 Pharma preparations
Ellenoff Grossman & Schole LLP FINTECH ACQUISITION CORP. II S-1 Blank checks
Farris, Vaughan, Wills & Murphy LLP ARBUTUS BIOPHARMA CORP ABUS S-3 Pharma preparations
Fenwick & West LLP AMYRIS INC AMRS S-3 Industrial organic chemicals
Fenwick & West LLP KALVISTA PHARMACEUTICALS INC CBYL S-3 Pharma preparations
Foley & Lardner LLP SEACOAST BANKING CORP OF FLORIDA SBCF S-4 State commercial banks
Gennari Aronson, LLP TECOGEN INC TGEN S-4 Air-conditioning & warm air heating equipment & commercial & industrial refrigerators
Goodwin Procter LLP EMAGIN CORP EMAN S-3 Semiconductors & related devices
Hogan Lovells US LLP PORTO HOLDCO B.V. ~ S-4 ~
Hunton & Williams LLP CHATHAM LODGING TRUST CLDT S-3 REIT
Hunton & Williams LLP CHATHAM LODGING TRUST CLDT S-3 REIT
Incorp Services, Inc. KALMIN CORP S-1 Plastics, foil & coated paper bags
Jones Day HORIZON GLOBAL CORP HZN S-3 Motor vehicle parts & accessories
K&L Gates LLP EATON VANCE HIGH INCOME 2022 TARGET TERM TRUST ~ N-2 ~
Kaye Cooper Kay & Rosenberg, LLP MIDWEST ENERGY EMISSIONS CORP MEEC S-1 Measuring & controlling devices
Kaye Scholer LLP FIVE OAKS INVESTMENT CORP OAKS S-3 REIT
Kilpatrick Townsend & Stockton LLP INVESTAR HOLDING CORP ISTR S-3 State commercial banks
Kirkland & Ellis LLP KLEOPATRA HOLDINGS 2 S.C.A. ~ S-1 ~
Kirkland & Ellis LLP REGENCY CENTERS CORP REG S-4 REIT
Latham & Watkins LLP MILACRON HOLDINGS CORP MCRN S-1 Special industry machinery
Latham & Watkins LLP SUNOCO LOGISTICS PARTNERS L.P. SXL S-4 Pipelines
Ledgewood FINTECH ACQUISITION CORP. II S-1 Blank checks
Legal & Compliance, LLC IEG HOLDINGS CORP IEGH S-1 Wholesale – motor vehicle supplies & new parts
Libertas Law Group, Inc. BARFRESH FOOD GROUP INC BRFH S-1 Services – motion picture & video tape production
Locke Lord LLP CONNECTICUT WATER SERVICE INC CTWS S-4 Water supply
Loeb & Loeb LLP IMMURON LTD ~ F-1 ~
Loeb & Loeb LLP PRESSURE BIOSCIENCES INC PBIO S-1 Laboratory analytical instruments
Lowenstein Sandler LLP CANCER GENETICS INC CGIX S-1 Medical laboratories
Lucosky Brookman LLP PRESSURE BIOSCIENCES INC PBIO S-1 Laboratory analytical instruments
Manatt, Phelps & Phillips, LLP IMPAC MORTGAGE HOLDINGS INC IMH S-3 REIT
McGuire, Craddock & Strother, P.C. RAVE RESTAURANT GROUP INC RAVE S-3 Wholesale – groceries & related products
Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. NEUROTROPE INC NTRP S-1 Services – prepackaged software
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. ALBIREO PHARMA INC ALBO S-3 Pharma preparations
Mitchell Silberberg & Knupp LLP HELIOS & MATHESON ANALYTICS INC HMNY S-3 Misc. business services
Mitchell Silberberg & Knupp LLP NEW MEDIA TRADER INC 1-A Computer processing & data preparation
Morris, Manning & Martin, LLP COLE CREDIT PROPERTY TRUST V INC S-11 REIT
Morrison & Foerster LLP BOYD GAMING CORP BYD S-4 Amusement & recreation services
Murtha Cullina LLP CONNECTICUT WATER SERVICE INC CTWS S-4 Water supply
Nelson Mullins Riley & Scarborough LLP CAROLINA FINANCIAL CORP CARO S-3 State commercial banks
Ober, Kaler, Grimes & Shriver, PC OLD LINE BANCSHARES INC OLBK S-3 State commercial banks
Ortoli Rosenstadt LLP Q BIOMED INC ISMT S-1 Computer programming services
Paul Hastings LLP MITEK SYSTEMS INC MITK S-3 Computer peripheral equipment
Pillsbury Winthrop Shaw Pittman LLP MACOM TECHNOLOGY SOLUTIONS HOLDINGS INC MTSI S-4 Semiconductors & related devices
Reed Smith LLP FUNCTION(X) INC DDAY S-1 Computer programming services
Reed Smith LLP NEW AGE BEVERAGES CORP ABRW S-1 Malt beverages
Ropes & Gray LLP MACOM TECHNOLOGY SOLUTIONS HOLDINGS INC MTSI S-4 Semiconductors & related devices
Ropes & Gray LLP MILACRON HOLDINGS CORP MCRN S-1 Special industry machinery
Securities Counselors, Inc. MCGRAW CONGLOMERATE CORP ~ 1-A ~
Shearman & Sterling LLP AMERICAN AXLE & MANUFACTURING HOLDINGS INC S-4 Motor vehicle parts & accessories
Shearman & Sterling LLP KLEOPATRA HOLDINGS 2 S.C.A. ~ S-1 ~
Shumaker, Loop & Kendrick, LLP TAPIMMUNE INC TPIV S-3 Pharma preparations
Sichenzia Ross Ference Kesner LLP FUNCTION(X) INC DDAY S-1 Computer programming services
Sichenzia Ross Ference Kesner LLP IMMURON LTD ~ F-1 ~
Sidley Austin LLP CARE CAPITAL PROPERTIES LP CCP S-4 REIT
Sidley Austin LLP CATERPILLAR FINANCIAL SERVICES CORP S-4 Misc. business credit institutions
Sidley Austin LLP CELSION CORP CLSN S-1 Electromedical & electro- therapeutic apparatus
Sidley Austin LLP VISTRA ENERGY CORP ~ S-1 ~
Simpson Thacher & Bartlett LLP SCHNEIDER NATIONAL INC ~ S-1 ~
State Agent and Transfer Syndicate, Inc. OS SUPPORT INC ~ S-1 ~
Steven I. Weinberger, P.A. FUSION TELECOMMUNICATIONS INTERNATIONAL INC FSNN S-3 Telephone comm.
Sullivan & Worcester LLP TECOGEN INC TGEN S-4 Air-conditioning & warm air heating equipment & commercial & industrial refrigerators
Sutherland Asbill & Brennan LLP THL CREDIT LAKESHORE INC ~ 10-12G ~
TroyGould PC CYTRX CORP CYTR S-3 Biological products
TroyGould PC LION BIOTECHNOLOGIES INC LBIO S-3 Biological products
Venable LLP BRT REALTY TRUST BRT S-4 REIT
Vinson & Elkins L.L.P. EXTRACTION OIL & GAS INC XOG S-1 Crude petroleum & natural gas
Vinson & Elkins L.L.P. JAGGED PEAK ENERGY INC S-1 Crude petroleum & natural gas
Vinson & Elkins L.L.P. SUNOCO LOGISTICS PARTNERS L.P. SXL S-4 Pipelines
Wachtell, Lipton, Rosen & Katz REGENCY CENTERS CORP REG S-4 REIT
Weil, Gotshal & Manges LLP AMERICAN AXLE & MANUFACTURING HOLDINGS INC S-4 Motor vehicle parts & accessories
Weil, Gotshal & Manges LLP PORTO HOLDCO B.V. ~ S-4 ~
Weintraub Tobin Chediak Coleman Grodin, Law Corp. DIGITAL POWER CORP DPW S-3 Electronic components
White White & Van Etten PC TECOGEN INC TGEN S-4 Air-conditioning & warm air heating equipment & commercial & industrial refrigerators
Willkie Farr & Gallagher LLP VIRTUS INVESTMENT PARTNERS INC VRTS S-3 Investment advice
Wilson Sonsini Goodrich & Rosati, PC ACXIOM CORP ACXM S-3 Computer processing & data preparation
Winstead PC BIO-PATH HOLDINGS INC BPTH S-3 Retail – misc. shopping goods stores

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