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.

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

 

SEC adopts rule requiring Exhibit Index items must hyperlink to referenced source

Yesterday, the SEC held an open meeting to discuss a few topics that created “action items” for most all issuers (and their SEC filing agents). One discussion, now moved into the comment phase, is the complete adoption of inline XBRL. That is still not settled, although likely to pass.

What IS settled is the new rule and form amendment mandate that the Exhibit Index in registration statements and reports contain hyperlinks to those exact referenced exhibits listed. Adjunct to this is a ruling that all filings are to be made in HTML format. (Logical, as you cannot link in ASCII.)

Adding hyperlinks will eliminate the arduous and manual research process investors currently endure to dig deeper into the exhibits.

The new amendments would apply to forms:

  • S-1
  • S-3
  • S-4
  • S-8
  • S-11
  • F-1
  • F-3
  • F-4
  • F-10
  • SF-1
  • SF-3
  • 10
  • 10-K
  • 10-Q
  • 8-K
  • 10-D
  • 20-F

These exhibit items ain’t gonna link themselves!

Depending on the depth of your Exhibit Index, the tactical labor of creating these links will be work for issuers and Vintage  This varies by company and by sector… as this REIT client (below) understands. They have 39 pages of exhibits to research, link and QA check. Fortunately, they have us. The silver lining to this “transparency act” is that, like many compliance tasks, the first time set-up is the most time-consuming. Many of the linked references will roll from one document into the next – similar to XBRL tags.

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This ruling is considered a common sense mandate to help investors and web-technologically overdue. SEC Commissioner Kara Stein stated, “In many cases, exhibits are incorporated by reference, meaning that they are not attached to a current filing. In order to find an exhibit, an individual would need to embark on a time-consuming search.”

Acting SEC Chair Michael Piwowar remarked that the new rules will “harness technology,“focus the light of disclosure in ways that empower investors” as well as stimulate “efficient regulation.”

The effective date for most issuers will be September 1, 2017. Read the formal ruling here and the SEC news release here.   Hyperlinked to ease your research.

 

 

 

The ABCs (and DEFs) of annual report print buying

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.

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.

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 2015 PDF.


A

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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.


B

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


C

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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.


D

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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.


E

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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.


F

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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.”

ACTION ITEMS!.

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. )

Click here for a clean PDF of the points above.

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

There were 25 transactions filed with the SEC last week.

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

We appreciate that they selected to work with us and benefited from our fast turns, spot-on execution and absolute cost transparency.

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

Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors. Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week

 

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

Vintage takes #2 position for IPO and secondary offerings

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

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

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

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

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

  • Corporate Services, which supports public companies with compliance and investor relations solutions
  • Institutional & Fund Services for investment management and mutual fund organizations

Vintage is headquartered in New York City with regional sales and service offices throughout the US and internationally. The company is now part of the expanding and worldwide Cision, Inc. organization.

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

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

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About The Vintage Group

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites. 

About PR Newswire

PR Newswire, a Cision company, is the premier global provider of multimedia platforms and distribution that marketers, corporate communicators, sustainability officers, public affairs and investor relations officers leverage to engage key audiences. Having pioneered the commercial news distribution industry over 60 years ago, PR Newswire today provides end-to- end solutions to produce, optimize and target content — and then distribute and measure results. Combining the world’s largest multi-channel, multi-cultural content distribution and optimization network with comprehensive workflow tools and platforms, PR Newswire powers the stories of organizations around the world. PR Newswire serves tens of thousands of clients from offices in the Americas, Europe, Middle East, Africa and Asia-Pacific regions.

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

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

bradley.smith@prnewswire.com

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

“Fast turns, spot-on execution and absolute cost transparency” has redefined Vintage, helping us to be a top three solution in North America.

Our work is highlighted every Monday in our IPOs and Transactions of the Week blog and email.  Importantly, our week’s success is further highlighted (and celebrated) by the appreciative notes our operations people receive each day from our clients.

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We can’t not share the good news (anonymized for privacy). Sales can offer you full named references. Here is just a handful of our client services “Kudos” for this week.

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Thanks to the Vintage team for all of your help!

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

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

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

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

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

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

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

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Thank you so much for your help last week!

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

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

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

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

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

From a phone. 

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

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

Click here to request the complete Shareholder Confidence 365 Study.


About the study

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

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

Questions include:

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

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

 

Investor relations is leading by (disclosure) example, say experts

Even as the SEC moves to re-shape disclosure requirements, many companies… with IR taking the lead... are making changes to their reporting formats at their own initiative. We asked five leading experts to weigh in.

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Vintage question > Many companies have started voluntarily implementing reforms to their disclosure procedures. According to an EY and FERF survey, 74% of respondents were already taking action to improve their financial reporting. What kinds of measures can companies take on their own? And to the best of your knowledge, what kind of reaction from investors are companies getting to these measures?

Erik Bradbury > We’re finding that many companies are finding innovative and modern ways of improving disclosures to make them more meaningful for investors. We’ve done some research studies on this topic and had a conference recently at Pace University in collaboration with EY, where we brought together regulators, investors, and preparers to talk about some of the changes we’re seeing.

v-redthe-irwhitepaperOur view is that if we want to improve capital markets overall and help investors understand financials through disclosure, we need to have an open mind and consider the best way to get information in the hands of investors so that it can be digested easily and in the most efficient way. That’s how we see all the efforts of the SEC, but also arguably many of the voluntary efforts of our companies that they’ve made to improving disclosure. GE is an outlier – they’ve done some
of the most extensive improvement efforts – but there are other companies that have made incremental improvements over the years. And the innovation and improvements in disclosure that companies are voluntarily taking on are benefiting investors. It’s very clear, and these need to continue.

Where the SEC has a role in this is that they can continue to encourage and, more importantly, remove barriers to disclosure to allow for more innovation. One of the biggest risks to improvement efforts right now is fear. The fear is, “If I change this disclosure, what is the SEC going to think? If I previously agreed to add this disclosure and now I’m five years removed, is it still important?” Fear might prevent you from making those changes.

What I think the SEC has recognized is that they do have a role to play in improving disclosure for the benefit of investors overall. That’s why these proposals are important, because they ask users, preparers, investors, analysts, and stakeholders what they think about certain disclosures and where they can improve, and whether they should focus on the principle or rules-based regime, whether they should remove bright-line disclosures, whether there should be sunset provisions, and so on.

Robert Herz > I think that voluntary efforts are clearly a good and important part of the solution, and companies have been doing a number of things. Erik provided a great example in General Electric – they’ve done very comprehensive revamping of their disclosure documents. Last year, they issued a 65-page document called their “Integrated Summary Report,” which basically takes what management thinks is the most important information from their annual report, their sustainability report, and their proxy, puts it all together and says, “Here’s what we think is most important and here’s how it all relates together.”

At the same time, they didn’t do away with the separate documents. But they did this other, more concise document as well. Of course, companies like GE that have hundreds of financial reporting professionals, lawyers, and all sorts of resources can do that. Other large companies could also do it, but for most companies, I think they can only make more modest efforts without broader rule changes.

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Broc Romanek > On the disclosure side, companies are beginning to draft their proxies so that they’re more usable, and I think “usability” is a key term – I’ve been emphasizing this for 15 years now. One example of measuring usability is to have subjects use the internet, either on a mobile device or a laptop, and have scientists observe how they actually use it. The reality is that how people think they act online is quite different from how they actually act.

Applying these usability principles to disclosure documents is important, because to the extent we as disclosure lawyers can draft our documents in ways that make it more likely for an investor to be able to navigate and consume them, the more likely investors are to read them. They’re also more likely to find information that they might not find otherwise. These principles can be applied to the print documents as well, and some companies have been doing that.

Part of the solution is to use more graphs and charts, but also change the actual narrative sections – for example, using proper headings that are more descriptive. This goes back to the plain English movement that the SEC forced on companies back in the mid-’90s, when they required companies to start writing their proxy statements in plain English. This is that all over again, but a voluntary effort. The SEC isn’t forcing companies to do it – at least not yet.

But I do want to emphasize one thing, which is that if something is only voluntary, it’s typically not at the top of a company’s list of priorities. We’re living in an era of incredibly rapid change and limited resources in the legal department. Then, you also have companies that purposely don’t want to make it easier for investors to read their documents.

Anna Pinedo > Companies are indeed beginning to eliminate repetitive disclosures on their own. For example, instead of including critical accounting policies in the MD&A section, they are cross-referencing to the notes to the financial statements. Similarly, other disclosures in the MD&A are being eliminated to the extent contained in the notes to the financial statements. Clients are also including charts and graphs in their filings, which are much more investor-friendly formats, and these are being well-received. In proxy statements, we had already seen much greater use of charts, graphs and images.

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IPOs and Transactions: Feb 13 – 17 / plus “Billion Dollar Questions” M&A whitepaper

There were 41 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Atossa Genetics w/ Gibson, Dunn & Crutcher LLP, Great Basin Scientific Inc. w/ Ellenoff Grossman & Schole LLP and Mitchell Silberberg & Knupp LLP, Medley LLC w/ Fried, Frank, Harris, Shriver & Jacobson LLP and Winston & Strawn LLP and Monster Digital Inc. w/ Manatt, Phelps & Phillips LLP and Reg A+ registration Legion M Entertainment Inc. w/ KHLK LLP.

We appreciate that they selected to work with us and benefited from our fast turns, spot-on execution and absolute cost transparency.

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Law firm / advisor Registrant Symbol Form Industry
ABT Holdings, Inc. ABT HOLDINGS INC ~ 10-12G ~
Allen & Overy LLP EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Alston & Bird LLP FS CREDIT REAL ESTATE INCOME TRUST INC ~ S-11 REITs
AXA Equitable Life Insurance Company AXA EQUITABLE LIFE INSURANCE CO ~ S-3 Insurance agents, brokers & service
Baker Botts L.L.P. LIBERTY OILFIELD SERVICES INC ~ S-1 Oil & gas field services, not elsewhere classified
Bart and Associates, LLC NEW AGE BEVERAGES CORP NBEV S-1 Malt beverages
Brilleman Law CODA OCTOPUS GROUP INC CDOC 10-12G Search, detection, navigation, guidance, aeronautical & nautical systems
Cooley LLP ONCOBIOLOGICS INC ONS S-1 Biological products, except diagnostic substances
Corporate Investments Group, Inc. CORPORATE INVESTMENTS GROUP INC ~ 1-A Security brokers, dealers & flotation companies
David Lubin & Associates, PLLC COOL TECHNOLOGIES INC WARM S-1 Educational services
Davis Polk & Wardwell LLP BANK OF N.T. BUTTERFIELD & SON LTD NTB F-1 Commercial banks
Ellenoff Grossman & Schole LLP MATLIN & PARTNERS ACQUISITION CORP ~ S-1 Blank checks
Ellenoff Grossman & Schole LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical & medical instruments & apparatus
Freshfields Bruckhaus Deringer US LLP MATLIN & PARTNERS ACQUISITION CORP ~ S-1 Blank checks
Fried, Frank, Harris, Shriver & Jacobson LLP MEDLEY LLC MDLQ S-1 Investment advice
Gennari Aronson LLP BOSTON OMAHA CORP ~ S-1 Real estate operators & lessors
Gibson, Dunn & Crutcher LLP EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Gibson, Dunn & Crutcher LLP ATOSSA GENETICS INC ATOS S-1 Surgical & medical instruments & apparatus
Goodwin Procter LLP MULESOFT INC ~ S-1 Prepackaged software
Gutierrez Bergman Boulris, PLLC AVRA MEDICAL ROBOTICS INC ~ S-1 ~
Hewlett-Packard Enterprise Company EVERETT SPINCO INC ~ 10-12G Computer processing & data preparation
Honigman Miller Schwartz and Cohn LLP SUNSHINE HEART INC SSH S-1 Electromedical & electrotherapeutic apparatus
Hunter Taubman Fischer & Li LLC CONSUMER CAPITAL GROUP INC CCGN S-1 Wholesale – groceries & related products
John E. Lux, Esq., Attorney at Law ALFACOURSE INC ~ S-1 ~
KHLK LLP LEGION M ENTERTAINMENT INC ~ 1-A Motion picture & video tape production
Kinetic Group Inc. KINETIC GROUP INC ~ S-1 ~
Latham & Watkins LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Latham & Watkins LLP WEATHERFORD INTERNATIONAL PLC WFT S-3 Oil & gas field machinery & equipment
Latham & Watkins LLP TRADING DESK INC ~ S-1 Computer programming services
Lowenstein Sandler LLP ADGERO BIO-PHARMACEUTICALS HOLDINGS INC ~ S-1 Pharma preparations
Manatt, Phelps & Phillips, LLP MONSTER DIGITAL INC MSDI S-1 Computer storage devices
Matrix Oil Management Corp. ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Messerli & Kramer P.A. ASURE SOFTWARE INC ASUR S-3 Computer integrated systems design
Mitchell Silberberg & Knupp LLP GREAT BASIN SCIENTIFIC INC GBSN S-1 Surgical & medical instruments & apparatus
Nelson Mullins Riley & Scarborough LLP FIRST BANCORP FBNC S-3 State commercial banks
Ortoli Rosenstadt LLP CONSUMER CAPITAL GROUP INC CCGN S-1 Wholesale – groceries & related products
Osler, Hoskin & Harcourt LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Pacific Continental Corporation COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Paul Hastings LLP VIKING THERAPEUTICS INC VKTX S-3 Pharma preparations
Pillsbury Winthrop Shaw Pittman LLP COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Porter Hedges LLP ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Pubco Advisory Service ARTIN CONSULTING INC ~ S-1 ~
Reed Smith LLP NEW AGE BEVERAGES CORP NBEV S-1 Malt beverages
Rogers & Hardin LLP REGIONAL HEALTH PROPERTIESINC ~ S-4 ~
Ropes & Gray LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Securities Compliance Group AMERICAN GAS & TECHNOLOGY LP ~ 1-A ~
Steele Oceanic Corporation STEELE OCEANIC CORP SELR 10-12G Phonograph records & prerecorded audio tapes & discs
Stem Holdings, Inc. STEM HOLDINGS INC ~ 10-12G ~
Stikeman Elliott LLP CANADA GOOSE HOLDINGS INC ~ F-1 Apparel & other finished products made from fabrics & similar material
Strasburger & Price, LLP ROYALE ENERGY HOLDINGS INC ~ S-4 ~
Sullivan & Cromwell LLP BANK OF N.T. BUTTERFIELD & SON LTD NTB F-1 Commercial banks
Sullivan & Cromwell LLP COLUMBIA BANKING SYSTEM INC COLB S-4 State commercial banks
Thompson Hine LLP ALPHACENTRIC PRIME MERIDIAN INCOME FUND ~ N-2 ~
Vinson & Elkins L.L.P. VANTAGE ENERGY ACQUISITION CORP ~ S-1 ~
Vinson & Elkins L.L.P. LIBERTY OILFIELD SERVICES INC ~ S-1 Oil & gas field services
Weil, Gotshal & Manges LLP VANTAGE ENERGY ACQUISITION CORP ~ S-1 ~
Wilson Sonsini Goodrich & Rosati PC TRADING DESK INC ~ S-1 Computer programming services
Wilson Sonsini Goodrich & Rosati, P.C. MULESOFT INC ~ S-1 Prepackaged software
Winston & Strawn LLP MEDLEY LLC MDLQ S-1 Investment advice

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“All printed proxy statements shall be in roman type at least as large and as legible as 10-point modern type”

typewriter.

Amazingly, that is one of the many retentive guidelines the SEC published regarding the production of your proxy document in 2017. Although, judging by the work we produce for our clients, holding to the intent and spirit of the font guideline is acceptable… aka: yes, you can use Arial and Helvetica now, too. 

That’s just one of the details companies must work through annually. Our SEC Reporting Rules Guidebooks has 325 pages JUST on proxy materials. Request your free books HERE. (These are hardcopy books that we ship to you)

Layout guidelines, Rule 14a-5, include:

(a) The information included in the proxy statement shall 
be clearly presented and the statements made shall be 
divided into groups according to subject matter and the 
various groups of statements shall be preceded by 
appropriate headings. The order of items and sub-items  
in the schedule need not be followed. 

Where practicable and appropriate, the information shall 
be presented in tabular form. All amounts shall be 
stated in figures. Information required by more than one 
applicable item need not be repeated. No statement need  
be made in response to any item or sub-item which is 
inapplicable.

(d)(1) All printed proxy statements shall be in roman 
type at least as large and as legible as 10-point modern 
type, except that to the extent necessary for convenient 
presentation financial statements and other tabular data, 
but not the notes thereto, may be in roman type at least 
as large and as legible as 8-point modern type. All such 
type shall be leaded at least 2 points.

(2) Where a proxy statement is delivered through an 
electronic medium, issuers may satisfy legibility 
requirements applicable to printed documents, such as 
type size and font, by presenting all required information 
in a format readily communicated to investors.

Beyond font considerations, companies are creating proxy documents that boldly cross over from mere SEC compliance into true shareholder communications. In fact, in EY’s most recent survey on corporate disclosures, 41% of issuers reported they were reducing flat text narrative in favor of graphs, charts and infographics.

All of the discussions and recommendation we are now having within the planning stage with our clients have started with our 2017 Proxy Design Templates guide.

700_email-banner-proxy

 

As you’ll learn, we’ve streamlined many of visual decisions companies need to address – allowing investor relations teams, corporate secretaries and counsel to focus on the financial tables’ content and not the table’s header color.

Corporate brand and shareholder engagement, once the mantle of the annual report, now reside in the proxy.