Financial Transactions and Regulatory Compliance Review

Covering the latest in capital markets transactions, funds, annuities, financial reporting and SEC filings

Happy 21st Birthday EDGAR!

Reinventing EDGAR

If the SEC’s EDGAR system were a person, it would have reached an important milestone this year: turning 21. In May 1996, the SEC began requiring all public companies to file their financial reporting forms on the electronic database. It has become a widely used tool for investors, financial advisors, and corporate users alike.

In recent years, however, the system has begun to show its age. Beginning in 2014, the Commission kicked off a program to upgrade the database to meet the demands of the modern era, as part of its overall Disclosure Effectiveness project. The question is: What exactly would make EDGAR better?

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IPOs and Transactions: July 10 - July 14

There were 30 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Denim LA Inc. w/ KHLK LLP.

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

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SEC Shareholder Proposal Update

According to Bloomberg Law data, Shareholder proposal no-action letter requests are up from their levels in 2016. Q1 of 2017 saw 226 letter requests submitted to the Securities and Exchange Commission (SEC), up nearly 10% from Q1 of 2016. This rise continues an upward trend from the last proxy season, with proxy access bylaws the shareholder proposal topic most popularly submitted for no-action relief, with 49 letters. Behind that came human rights/social Issues (42 letters), environmental issues (29), risk management (28) and Executive Compensation (13). The SEC ruled that 74% of all letters related to environmental issues would need to be included in the company’s proxy materials. 

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Chinese Tech Giants Look to Enter the Banking Game

In a move that can only spell bad news for the traditional banking sector, China’s technology giants such as Baidu, Tencent Holdings and Alibaba, have been looking towards the financial services sector to monetize their large databases of information from millions if engaged users. By creating banks of their own, these tech giants are looking for ways to take advantage of the plethora of data they have at their fingertips on user’s backgrounds and preferences to come up with customized financial solutions that outweigh traditional bank offerings. 

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IPOs and Transactions: July 3 - July 7

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services.  

A selection of these deals include, Magnegas Corp., w/ Goodwin Procter LLP and Capricor Therapeutics Inc., w/ Paul Hastings LLP.  We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

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Enhancing Effectiveness - Proxy Style Options

Current shareholder materials must engage, provoke and interact with your shareholders, yet provide your company’s data in a clear, concise way, using plain English. Your shareholder communications advisors must review your corporation’s voting results year-to-year, offer peer group analysis and provide education in best practices related to investor outreach. The goal is simple: to improve voting results and shareholder participation, eliminate unnecessary steps in the process and stay within budget requirements.

 

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The Benefits of Interactive Reports & Proxies

Every year without fail companies must submit their annual reports. These documents ideally help explain the company’s goals, its strategies, and its progress toward fulfilling those goals, not only to government regulators but to shareholders, investors, and the public. Before 2010, annual reports were notoriously opaque, aimed primarily at business-savvy investors and stockholders. At the turn of the decade, online annual reports and proxies became available, being more layman-friendly and accessible. But while European companies have embraced interactive reports, American firms are slower to adapt.

 

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IPOs and Transactions: June 26 - June 30

There were 64 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services including, Vista Gold Corp w/ Borden Ladner Gervais LLP, Vista Gold Corp w/ Dorsey & Whitney LLP, Industrea Acquisition Corp w/ Ellenoff Grossman & Schole LLP, Jakks Pacific Inc w/ Feder Kaszovitz LLP, Jerash Holdings Inc w/ Harter Secrest & Emery LLP, Immune Pharmaceuticals Inc w/ Nixon Peabody, LLP, Industrea Acquisition Corp w/ Winston & Strawn LLP. 

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

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"I Knew You Guys Were Miracle Workers"

Toppan Vintage's combined staff possess numerous years of experience working on high profile deals for top corporations. We have done thousands of successful EDGAR and XBRL filings, and serviced approximately 5,000 publicly traded companies. We have the scale, financial strength, conference and printing facilities, and team experience to handle any deal, any size.

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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The SEC is Closed for the Independence Day Holiday: Tuesday, July 4th


In honor of Independence Day, the SEC is closed on Tuesday, July 4, 2017. No filings can be received. Filings submitted after 5:30 pm ET, Monday, July 3, 2017 will receive a filing date of Wednesday, July 5, 2017 and will be posted to the public on July 5, 2017.

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IPOs and Transactions: June 19 - June 23

There were 40 transactions filed with the SEC last week. 

Congratulations to all of the corporations and law firms that selected our transactions services including, Sachem Capital Corp. w/ Blank Rome LLP, Phaserx Inc. w/ Haynes and Boone, LLP, Sachem Capital Corp. w/ Morse, Zelnick, Rose, & Lander, LLP, Phaserx Inc. w/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, Arcimoto Inc. w/ Fanni Koszeg, Lawyer, Ensync Inc. w/ K&L Gates LLP, Kindara Inc.  w/ KHLK LLP, Arcimoto Inc. w/ KHLK LLP

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

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What the Financial CHOICE Act of 2017 Means for Disclosures

Recently passed by the House of Representatives, the Financial CHOICE Act is viewed by many as an attempt to boost economic growth by relaxing federal restrictions, but by others as an attempt to gut the Dodd-Frank Wall Street Reform and Consumer Protection Act. Dodd-Frank was passed in 2010 to protect the United States economy by keeping fiduciary firms from repeating the predatory and irresponsible practices that led to the Financial Crisis of 2007. Long opposed by conservative legislators, the Republican majority passed the CHOICE Act to counteract some of these regulations. If the CHOICE Act passes through the Senate, its long-term effects may decide the pro- and anti-regulation debate for years to come. 

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Inline XBRL: Do the Benefits Justify the Costs?

Technology and SEC Disclosure - The Promise of inline XBRL

The growth of digital tools and fintech is rapidly transforming the financial industry. Gradually, the industry's main regulator, the SEC, is also taking advantage of these new technologies, both for its own benefit and for filers. By adopting innovative digital solutions, including Inline XBRL, hyperlinks for exhibits, and an updated EDGAR system, the SEC is attempting to make structured financial data more widely available and efficient to access.

In order to find out the benefits and challenges associated with these changes, Toppan Vintage commissioned Mergermarket to interview five industry experts for their insights.

 

Toppan Vintage question: In May, the comment period closed for the SEC's proposal to make Inline XBRL (iXBRL) mandatory for filers. What do you think would be the main benefits of mandatory iXBRL? Do you think they justify the costs? 4 dealmakers weigh in.

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IPOs and Transactions: June 12 - June 16

There were 37 transactions filed with the SEC last week. 

Congratulations to all of the corporations and law firms that selected our transactions services including, Seneca Financial Corp. w/ Kilpatrick Townsend & Stockton LLP & Luse Gorman, PC, FFBW Inc. w/ Luse Gorman, PC & Reinhart Boerner Van Deuren S.C., Inspro Technologies Corp. w/ Morgan, Lewis & Bockius LLP, Ani Pharmaceuticals Inc. w/ Dentons US LLP, Black Diamond Inc. w/ Kane Kessler, P.C., Sierra Bancorp w/ King, Holmes, Paterno & Soriano, LLP & Loren P. Hansen, APC, Chess Supersite Corp. w/ Robert C. Laskowski, Law Office

We appreciate that they selected to work with us and benefited from our decades of industry experience that enable us to take on any size deal and execute it to the highest industry standards.

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Will Executive Pay Ratio Filings Stall?

The Dodd-Frank Act of 2010 set out to make the gap between what a company pays its CEO  and what it pays its average employee—known as the “CEO pay ratio”—everyone’s business. But now, the Securities and Exchange Commission is having second thoughts as its own rule is set to take effect in 2018.

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Why are so many companies submitting their SEC paperwork via the JOBS Act on-ramp?

 

Toppan Vite question: The reasons for using a confidential IPO are most obvious for technology startups, since they often have lower revenue figures. Are there any other types of companies or particular sectors for which confidential offerings are especially useful or appropriate? 4 dealmakers weigh in.

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JOBS Act Amendments Change SEC Crowdfunding Rules

Seemingly overnight, crowdfunding sites like Gofundme, Patreon, and Kickstarter have changed the fundraising landscape, allowing consumers to directly fund projects and companies in exchange for reward items and merchandise rather than shares. In what is becoming a common refrain of the digital age, regulatory bodies like the Securities & Exchange Commission (SEC) are racing against innovation to try and both regulate and account for these new ideas. In the case of crowdfunding, regulators are trying to allow businesses to take advantage of the practice without letting it get out of control to create a “Wild West” of unaccountable fundraising.

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Top Mergers of 2017 So Far

When it comes to dealmaking, understanding trends can be like reading tea leaves. Sometimes a high frequency of deals means a thriving market and sometimes it represents companies banding together for survival. Infrequent deals could represent a high level of confidence in going it alone, or companies at loggerheads and unable to come to a mutually beneficial deal in turbulent times. Thus far it’s not clear exactly what it means that 2017 saw the biggest dealmaking start in 7 years, but for better or worse this year has definitely been a busy one for M&A. Let’s take a look at some of the big deals of the year thus far and try to see what the tea leaves say.

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Video: May's Top Law Firms for SEC Transactions

As subject matter experts in transactions i.e. IPOs and M&A, we carefully track the capital markets dealflow… daily, weekly and monthly. If you would like to be emailed the week’s transactions (every Monday afternoon), fill out the quick form on this page.

Continue on to view May's top law firms.

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Toppan Vite Announces Rebrand to ‘Toppan Vintage’

Leading international financial printing firm adopts new global brand name; marks status as one of the world’s largest financial communications companies

Toppan Vite, a leading international financial printing, communications and technology company, announced today a strategic rebrand to ‘Toppan Vintage,’ reflecting its recent acquisition of Vintage and its plans for future international growth and expansion.

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