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.…
Archives: IPOs and M&A
Subscribe to IPOs and M&A RSS FeedHart-Scott Rodino Thresholds Revised
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.…
Corp Fin no longer requires “Tandy” representations for file reviews
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. …
The Hot List: 2016 Proxy Season Trends and Action Items
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. …
Audit Firms Must Disclose Engagement Partner
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.…
SEC guidance on “catching up” delinquent filers
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. …
Merger activity remains strong in Q3 2015; average deal size spikes
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.…
SEC Proposes Clawback Rules
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.…
SEC Proposes “Pay-Versus-Performance” Rules
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.…
Carefully Draft NDAs to Avoid Whistleblower Concerns
In light of the SEC’s first enforcement action against a company for impeding whistleblower activity in violation of Rule 21F-17, employers may wish to consider clarifying in their agreements, policies and practices that involve confidentiality obligations that employees may provide truthful information to the SEC or other governmental agencies concerning potential violations of law.…
Factors the SEC Considers in “Bad Actor” Waivers
We have previously blogged about the SEC’s July 2013 rule change that disqualifies certain “bad actors” from using Rule 506. Thankfully, Rule 506 permits the SEC to determine, upon a showing of good cause, that it is not necessary under the circumstances to deny availability of Rule 506.…
IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure
Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be clamoring about Omnicare (it is somewhat rare for the Supreme Court to issue securities law decisions), in my opinion the case does not involve a fundamental shift in how disclosure is drafted, although it does invite a few drafting and diligence strategies.…
FTC ANNOUNCES ANNUAL REVISIONS TO HSR ACT THRESHOLDS
From our colleagues Paolo Morante, Steven E. Levitsky, and Laura Kam
In accordance with the 2000 amendments to the HSR Act, 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 business days.…
Recent SEC Interpretations Facilitate Intrastate Crowdfunding
The SEC has recently issued interpretations regarding Rule 147. This rule provides a safe harbor under Section 3(a)(11) of the Securities Act of 1933, as amended, which exempts from federal registration securities offered and sold only to persons resident within a single state or territory, in which the issuer is also resident. …
You think your merger is too small for antitrust laws to apply…think again: Top 10 tips in non-reportable transactions
Article prepared by and republished courtesy of our colleagues Steven Levitsky and Paolo Morante; originally published here: http://www.dlapiper.com/en/us/insights/publications/2014/05/merger-enforcement-actions-below-the-hsr-threshold/.
“Less is more” may be true in architecture, but in merger clearance law, “less” is still enough to trigger antitrust investigations and litigation and rescission of the whole transaction.…
FINRA Simplifies Corporate Financing and Conflict of Interest Rules
FINRA, the securities self-regulatory organization whose members are broker-dealers, recently simplified two rules that are critical in the public offering process.
FINRA’s Corporate Financing Rule generally regulates underwriting compensation and prohibits unfair arrangements in connection with the public offering of securities. …
Muddy employee incentive issues in a disappointing exit: 9 practical tips for public company acquirers
Article prepared by and republished courtesy of our colleague Ed Batts; originally published here: http://www.dlapiper.com/en/us/insights/publications/2014/04/muddy-employee-incentive-issues/.
In mediocre payout situations, transaction proceeds are unlikely to give a substantial (if any) return to common stockholders, yet may be sufficient to at least return the initial investment, and perhaps a liquidation premium, to preferred stockholders.…
Accredited Investor Verification under Rule 506(c)
Bill Carleton has a good post regarding the recent comments from Keith Higgins, the Director of the Division of Corporation Finance, who spoke at the 2014 Angel Capital Association Summit. Higgins discussed the SEC’s principles-based approach with respect to meeting the requirements of new Rule 506(c). …
Dodd-Frank affects private companies too: practice points to note
Article prepared by and republished courtesy of our colleagues Andrew Weil, Alec Fraser and Bradley Phipps; originally published here: http://www.dlapiper.com/dodd-frank-affects-private-companies-too-practice-points-to-note/.
The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial system and enhances the corporate responsibility of public companies to shareholders.…
SEC Provides Interpretations on Rule 506(c)
As we’ve previously blogged, in July 2013 the SEC adopted rules that permit general solicitation and general advertising in connection with certain offerings of securities to accredited investors. Yesterday, to help the markets understand some common interpretative questions associated with these new rules, the SEC issued several new Compliance and Disclosure Interpretations. …
Overview of Proposed SEC Crowdfunding Rules
CONTRIBUTED BY Trent Dykes and Nathan Luce
Earlier today, the Securities and Exchange Commission (SEC) took an important step in making securities-based crowdfunding a reality for many small companies with the release of its proposed rules governing crowdfunding. The proposed rules, called “Regulation Crowdfunding,” were drafted in connection with Title III of the JOBS Act.…
SEC operating status in light of federal government shutdown
The SEC is currently open and operational despite the recent federal government shutdown. So far the federal government shutdown has not slowed the proposed Twitter IPO, as their Form S-1 registration statement was posted to the SEC website on October 3.…
Demo Days, Pitch Events and the New Reg D
CONTRIBUTED BY
Trent Dykes, Megan Muir and Kiran Lingam (guest contributor from SeedInvest)
I. Introduction / Background
With the passage of the JOBS Act, the regulation governing most private securities offerings is undergoing a dramatic makeover. Congress tasked the Securities and Exchange Commission (SEC) with developing new rules allowing companies to generally solicit funds, subject to restrictions as determined by the SEC.…
New SEC Rules Disqualifying “Bad Actors” in Private Fundraising
CONTRIBUTED BY
Megan Muir
Earlier this summer, together with some of my partners within DLA Piper (Christopher Paci, Jason Harmon, Darryl Steinhause and Wesley Nissen), I wrote an article about new SEC regulations concerning private offerings. The final rules issued in July 2013 by the SEC go into effect on September 23, 2013.…
