IPOs and M&A

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Compliments of our colleague Sanjay M. Shirodkar.

The SEC is open for business – first come, first served.

The Division of Corporation Finance is returning to normal operations. The SEC staff has indicated that, absent compelling circumstances, it expects to address matters in the order in which they were received. Staff members are available to answer questions relating to filings and other federal securities law matters, but their response take some time.

The SEC Staff has created an avenue for expedited basis assistance. Such requests should be directed to…
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Compliments of over 100 of our DLA Piper colleagues around the world, DLA Piper has launched Finance Rules of the World, which gives you answers to key legal questions that you may consider when initially looking at financing or investing in particular jurisdictions. The interactive Finance Rules of the World website lets you compare regimes across more than 35 jurisdictions in EMEA, Asia Pacific and the US in the areas of borrowing and lending; issuing and investing in debt securities; establishing, investing in, marketing and managing hedge funds and…
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From our colleagues Paolo Morante, Steven E. Levitsky, Laura Kam and Adam Steene:

The Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the Act. The new thresholds will go into effect 30 days after publication in the Federal Register, which is expected in the next few days.

Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $80.8 million (increased…
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The Division of Corporation Finance of the Securities and Exchange Commission has announced that “Tandy” representations are no longer needed in filing review correspondence.

If you have been involved in filing a registration statement any time after 2004, you have probably seen Tandy language.  Named after Tandy Corporation, the first company to receive a letter requesting this language, Tandy representations required, in the event that a company requested acceleration of the effective date of a registration statement, to acknowledge in writing that:

  • should the SEC or the staff,

…
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Article prepared by and republished courtesy of our colleagues Sanjay M. Shirodkar, David P. Lewis and Louis Lehot; originally published here: https://www.dlapiper.com/en/us/insights/publications/2016/01/the-hot-list-2016-proxy-season-trends

As we enter 2016, we want to bring your attention to a few items that we believe will play prominent  roles in the 2016 proxy season.  In 2015, proxy access, shareholder activism and newly adopted or proposed rules from the Securities Exchange Commission were some of the big-ticket items.  These and other issues are on the hot list for this coming season. We also include a list of action items you may wish to consider as you plan for the 2016 proxy season.

Please keep in mind that the following Hot List is a summary only and is not intended to be specific legal or tax advice.  We encourage you to call the authors of this client alert or your DLA Piper contact if you have any questions or would like to discuss any of the issues described below in the context of your company.…
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The PCAOB has adopted new rules and accompanying amendments to auditing standards, which require audit firms to disclose the names of each audit engagement partner, as well as information regarding other audit firms that participated in any audit of a public company. The new rules are intended to provide investors with more information about the partner and firms involved in the audit in order to facilitate evaluating audit quality, and to incentivize auditors to organize audit teams carefully.

The new rules will require auditors to file with the PCAOB a new Form AP, Auditor Reporting of Certain Audit Participants, for each issuer audit, disclosing:

  • The name of the engagement partner;
  • The names, locations, and extent of participation of other accounting firms that took part in the audit, if their work constituted 5% or more of the total audit hours; and
  • The number and aggregate extent of participation of all other accounting firms that took part in the audit whose individual participation was less than 5 percent of the total audit hours.

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Every so often a public company finds itself unable to file periodic reports for a protracted time.  For example, a company may upgrade auditors and the new firm may advise of the need to re-audit prior years, which can take significant time.  Until there is a reliable starting point for financial statements, new filings are in limbo.  As time marches on, the older missed filings have less and less signficance to investors but would still entail the same amount of effort and expense to complete as any periodic report.

Over…
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Earlier today PitchBook released its M&A Report for Q3 2015 and the stats indicate continued strength in merger and acquisition activity.

While the overall deal count for Q2 2015 was down (4,250 deals with an aggregate value of $416 billion) as compared to the prior quarter (4,803 deals with an aggregate of $560 billion) and prior year (5,183 deal with an aggregate of $373 billion), the average transaction size spiked to $1.103 billion in Q2 2015 as compared to $795.3 million in Q1 2015 and $231.9 million in Q2 2014.…
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The SEC has proposed rules requiring listed issuers to adopt and comply with written “clawback” policies. These policies would need to provide that, if a listed issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, then the issuer will recover the amount of any incentive-based compensation erroneously awarded to an executive officer. The listed issuer would also be required to disclose its clawback policy, disclose information about actions taken pursuant to its policy, and file its policy as an exhibit to its annual report.…
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Yesterday the SEC issued its long-awaited “pay-versus-performance” rule proposal. The rules would add a new paragraph (v) to Item 402 of Regulation S-K. In short, the proposed rules would require a new table comparing “executive compensation actually paid” to the “total shareholder return” (TSR) of the company and its peers, as well as a discussion of the relationship between these amounts.

Here is a quick summary of the main requirements of the proposal:

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