Financial Transactions and Regulatory Compliance Review

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

Can you Guess the Average Time Burden for a Registrant to Hyperlink an Exhibit?

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: Do you think the final rule governing hyperlinks went far enough? Do you think other information in company filings should be required to be linked to electronic exhibits/source files? Dealmakers weigh in...

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Toppan Vintage Launches Hive® N-PORT

Powered by Axioma, Hive® N-PORT is an end-to-end solution for SEC modernization and financial reporting

Toppan Vintage, a leading international financial printing and communications company, has launched Hive® N-PORT, powered by Axioma, an end-to-end self-filing solution to support SEC modernization and financial reporting. Hive® N-PORT, built with data integrity and compliance organizations in mind, offers users an automated, SaaS solution for aggregating data, running validations and simplifying the creation and submission of financial reports and regulatory requirements, especially the upcoming N-PORT and N-CEN filings.

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Corporate Disclosure, IR, and Social Media in the Age of Trump

How a new president, social media, and the expectation of regulation overhauls are changing the rules of IR engagement.

The role of investor relations professionals continues to change as US President Trump introduces new regulations and rollbacks that are impacting traditional transparency standards for investors. This, coupled with the growing trend of CEOs, and the president himself, using social media to share commentary, performance information, and expectations, has generated profound effects on shareholders as well as corporate governance communication strategies.

In order to understand the evolving role of IR professionals, as well as how companies need to assess their communications strategies in today’s fast-paced world, Toppan Vintage commissioned Mergermarket to interview three leading experts.

Toppan Vintage question: How do you see the accelerating news cycle and the roll back of regulation, reporting and transparency requirements by President Trump changing the duties of today’s modern IR professionals? How should IR teams react to these changes when their investors have become accustomed to such measures? 3 leading experts weigh in...

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Hyperlinking Exhibits - Impact for Investors

Technology and SEC Disclosure - The Hyperlinking Rule

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: On March 1, the SEC approved a new rule requiring registrants to include hyperlinks to each exhibit listed in the index of their filings. How impactful do you think this requirement is for investors? And what are the biggest challenges involved for filers? Dealmakers weigh in...

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Hong Kong Experiences a Growth in Boutique Banking Firms

Increasing disgruntlement over the excessive red tape and inflexibility of big name financial services companies such as Goldman Sachs and JP Morgan Chase are persuading a growing number of high-level executives and partners to open their own boutique investment companies. 

The trend has been taking place across the globe and is particularly prominent in Hong Kong, where established industry heavyweights have been seen leaving the safety and security of big name financial institutions to set up their own smaller, more flexible boutique firms — taking their loyal clientele with them along the way. The selling points? More personal relationships, higher flexibility, customized services and fewer regulations to deal with.  

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IPOs and Transactions: July 31 - August 4

There were 39 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services,  including BCB Bancorp Inc. w/ Covington & Burling LLP and IBIO Inc. w/ Andrew Abramowitz, PLLC. 

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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Video: July'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 July's top law firms.

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Chicken Soup For The Shareholder - Reg A+ Deals Picking Up Steam?

Chicken Soup For The Soul Entertainment going public via A Regulation A+ IPO

Recently, Chicken Soup for the Soul Entertainment filed an initial public offering with the SEC, with hopes to raise $30 million for the firm's entertainment unit. Set to trade under CSSE, the company is going public under a Regulation A+ IPO, which allows firm's to raise up to $50 million directly from fans on social media and email. The offering, under the Reg A+ equity crowdfunding rules, would value the company at nearly $150 million, and could make it one of the first equity crowdfunded company to list its shares on NasdaqChicken Soup for the Soul has an enormous social media following contributed to years of publishing the Chicken Soup for the Soul book series. Last year, the company completed a deal with A Sharp Inc. which gives the company access to its celebrities, including co-founder Ashton Kutcher, as well as Britney Spears, Lil Wayne and George Takei.

Are Reg A+ deals picking up steam and could Chicken Soup for the Soul become the biggest deal yet?

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IPOs and Transactions: July 24 - July 28

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services including, Simmons First National Corp. w/ Covington & Burling LLP, Fenimore, Kay, Harrison & Ford, LLP, and McAfee & Taft, PC, Ur-Energy Inc. w/ Davis Graham & Stubbs LLP, Rebuild Miami-Edgewater LLC w/ Greenberg Traurig, PA, Sino Fortune Holding Corp. w/ Loeb & Loeb LLP, Repros Therapeutics Inc. w/ Morgan, Lewis & Bockius LLP, Moleculin Biotech Inc. w/ Schiff Hardin 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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Brexit’s Effect on Mergers Won’t Impact Every Deal the Same Way

Four months since U.K. Prime Minister Theresa May triggered Article 50, a move meant to begin negotiations to untangle Britain’s affiliation with the European Union, the continued uncertainty about the process and its business impact has contributed to a drop in mergers and acquisitions in the wake of the referendum, according to researchers and economists.

In the 11 months prior to the U.K.’s referendum last June, the average monthly number of mergers and acquisitions announcements in the country totaled roughly 430, according to findings by the University of East Anglia. A year later, preliminary findings “estimate that M&A activity fell by 15 per cent—or by around 60 mergers a month—as a direct result of the referendum uncertainty” and has “failed to recover to its pre-referendum level.”

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IPOs and Transactions: July 17 - July 21

There were 34 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including, Berkshire Hills Bancorp Inc. w/ Luse Gorman, PC & Nutter McClennen & Fish LLP , Sondors Electric Car Co. w/ Alliance Legal Partners, Inc., Howard Bancorp Inc. w/ Covington & Burling LLP, Repros Therapeutics Inc. w/ Morgan, Lewis & Bockius LLP, Net Element Inc. w/ Snell & Wilmer 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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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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7 Must-Haves When Preparing Your First IPO

The Initial Public Offering (IPO) is a major milestone, taking a company from privately owned to publically traded. It is the ultimate sign of a founder’s confidence in his business and brand, and willingness to trust a creation’s fate to the will of the public in hopes of wider horizons and greater rewards. But these rewards carry commensurate risks, and a poorly managed IPO is far worse than staying private until a company truly has all its ducks in a row. Here is a quick list of seven must-haves when planning an IPO!

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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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