This is the opening paragraph from Tuesday’s column by Alison Frankel, one of my favorite legal columnists/bloggers:
“This could be the start of something huge: Securities and Exchange Commissioner Michael Piwowar said in...more
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...more
…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 on June 29, 2017. Until now, that beneficial process, first permitted...more
At a meeting on Thursday of the SEC’s Investor Advisory Committee, a panel discussed the declining number of IPOs, a topic that seems to be top of mind for many in the securities arena. Of course, there’s a reason for that;...more
As discussed in this December 2016 Cooley Alert, this proxy season, the policies of ISS and Glass Lewis provide that they will recommend voting against the re-election of directors of “newly public” companies that, prior to...more
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of "newly public" companies (generally, companies that have gone public in 2014 or later). In short, the latest policies...more
An interesting topic of discussion at a meeting last week of the SEC’s Investor Advisory Committee was “unequal voting rights of common stock” — the trend over the last decade (plus) for a small number of IPO companies,...more
Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more
12/29/2016
/ Director Compensation ,
Directors ,
EBITDA ,
Glass Lewis ,
Initial Public Offering (IPO) ,
Institutional Shareholder Services (ISS) ,
Pay-for-Performance ,
Proxy Advisors ,
Proxy Voting Guidelines ,
Shareholder Proposals ,
Shareholders ,
Total Shareholder Return (TSR)
In a new no-action letter to Morgan Stanley, Corp Fin agreed that, as outlined in the request letter, the firm’s proposed procedures for offering and selling securities in IPOs would not involve a pre-effective sale for...more
The SEC has posted two new CDIs interpreting provisions of the FAST Act. Both relate to Section 71003, which allows EGCs to omit from their registration statements certain historical financial statements....more
The President has signed the FAST Act into law. As previously discussed, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies,...more
The President has signed the FAST Act into law. As previously discussed, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies,...more
As discussed in this PubCo post, HR 22, now called the “FAST Act” – it was the “DRIVE Act” and before that the “Hire More Heroes Act” – is not just about transportation and highways (as important as that may be). Buried in...more
As previously discussed on this blog, , a few companies have gone public as “Certified B Corporations,” but now we apparently have the first company to file for its IPO as an actual Delaware “public benefit corporation”...more
Last week, FINRA released seven new FAQs related to the research conflict of interest rules. In essence, FINRA analyzes the types of facts and circumstances that might be decisive in determining whether certain conduct or...more
Recently, the online crafts marketplace, Etsy, filed an S-1 for a $100 million IPO led by first tier underwriters. As reported in CFO.com, the company values itself at about $1.7 billion....more
At the end of last week, the SEC issued a press release indicating that it had voted to propose various amendments to implement portions of the JOBS Act. (In a departure from the norm, the SEC did not hold an open meeting to...more
On September 19, 2014, the NYSE filed with the SEC proposed amendments to Section 102.01C of the NYSE Listed Company Manual to adopt a new initial listing financial standard for operating companies based on market cap and to...more