Tag: SEC Division of Corporation Finance
Corp Fin posts FAQs regarding extension of process for confidential submission of draft registration statements
On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not EGCs, as well as for most follow-on offerings made in the first year after going public. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. The new process will become available on July 10, 2017. (See this PubCo post.) Subsequently, Corp Fin issued a series of FAQs to provide additional guidance.
You no longer have to be an EGC to…
…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced yesterday. Until now, that beneficial process, first permitted by the JOBS Act, has been available only to emerging growth companies. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. According to the press release, the change “will provide companies with more flexibility to plan their offering. The nonpublic review process after the IPO reduces the potential for lengthy exposure to market fluctuations that can adversely affect the offering process and harm existing public shareholders. By requiring a public filing period prior to the launch of marketing, the process incorporates a feature of the EGC review process that provides an opportunity for the public to evaluate those offerings.” The new process will become available on July 10, 2017.
Does it pay to challenge the SEC over non-GAAP financial measures?
by Cydney Posner As discussed in this article, the WSJ engaged Audit Analytics to perform an analysis of SEC comment letters and company responses regarding the use of non-GAAP financial measures. What did they find? Companies are winning the argument more often than you might think.
Letter from six senators challenges authority of Acting SEC Chair on conflict minerals no-action position
by Cydney Posner It’s not only the NGOs that have expressed their dismay at the no-action position taken by Corp Fin and Acting SEC Chair Michael Piwowar with regard to compliance by companies with the conflict minerals rule. In this April 26 letter, six U.S. Senators express their doubt about […]
GAO issues annual report showing only slight progress in disclosures on conflict minerals
by Cydney Posner The GAO has recently issued its third annual report on conflict minerals. The GAO is required by Dodd-Frank to report annually on the effectiveness of the SEC’s conflict minerals rule in promoting peace and security in the DRC and adjoining countries (the “covered countries”) as well as […]
Senate hearing on conflict minerals law reveals common theme
by Cydney Posner On April 5, just prior to the release of Corp Fin’s Updated Statement on conflict minerals, the Senate Subcommittee on Africa and Global Health Policy held a hearing on the effects on the Democratic Republic of the Congo of Section 1502 of Dodd-Frank and the SEC’s related conflict […]
Responses to Corp Fin’s Updated Statement on Conflict Minerals
by Cydney Posner A number of NGOs have issued statements emphatically rejecting Corp Fin’s Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule and the Acting Chair’s separate Statement on conflict minerals (see this PubCo post) and calling for companies to disregard them and […]
Corp Fin provides relief on conflict minerals in light of final judgment in National Association of Manufacturers v. SEC
by Cydney Posner Today, in light of the entry of final judgment by the D.C. District Court in National Association of Manufacturers v. SEC, Corp Fin issued an Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule that provides substantial relief to companies subject to […]
More opposition to the virtual-only annual meeting
by Cydney Posner In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016. And joining in the condemnation of the practice was NYC […]
Final judgment entered in conflict minerals case, National Association of Manufacturers v. SEC
by Cydney Posner Today, the D.C. District Court entered final judgment in National Association of Manufacturers v. SEC, holding that Section 1502 of Dodd-Frank and Rule 13p-1 and Form SD, Conflict Minerals, violate the First Amendment to the extent that the statute and the rule require regulated entities to report […]
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