Financial Transactions and Regulatory Compliance Review

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

IPOs and Transactions: September 18 - 22

There were 47 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Dogness (International) Corp. w/ Kaufman & Canoles, P.C.,  & Antriabio Inc. w/ Dorsey & Whitney LLP, Rewalk Robotics Ltd w/ Goldfarb Seligman & Co., Cue Biopharma Inc. w/ K&L Gates LLP, Electromedical Technologies Inc. w/ KHLK, LLP, Cue Biopharma Inc. w/ LKP Global Law, LLP, Rewalk Robotics Ltd. w/ Meitar Liquornik Geva Leshem Tal, Tapimmune Inc. w/ Shumaker, Loop & Kendrick, LLP, Rewalk Robotics Ltd. w/ Skadden, Arps, Slate, Meagher & Flom LLP, Rewalk Robotics Ltd. w/ White & Case 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 Releases Additional Guidance for Executive Pay Ratio Disclosures

Yesterday, the SEC published interpretive guidance to help companies comply with the executive pay ratio disclosure requirements (mandated under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act). The pay ratio requirement forces companies to begin disclosing pay ratio information in early 2018. 

SEC Chairman Jay Clayton said: “It’s our priority to make sure that we implement disclosure rules mandated by Congress in a way that is true to the mandate and, to the extent practicable, allows companies to use operational data and otherwise readily available information to produce the disclosures,” said Chairman Jay Clayton.  “Today’s guidance on pay ratio reflects the feedback the SEC has received and encourages companies to use the flexibility incorporated in our prior rulemaking to reduce costs of compliance.”  


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Mega-Disasters Tests Firms’ Emergency Business Continuity Plans

This hurricane season might be the worst on record, and the structural damage and economic impact wrought by these storms are enough to imperil the business continuity plans of even the most seasoned firms. This is a true test for them. And for business owners fortunate enough to lie a safe distance away, it is important to sympathize—but also to watch and learn.

A little over a year ago, the Securities and Exchange Commission announced a proposed new rule requiring investment advisers registered with the SEC to adopt and implement written business continuity and transition plans.  The purpose was a simple one: to reduce risks of a significant disruption—say, from a natural disaster or a cyber attack against a company’s operations—in order to minimize client and investor harm.  The hurricanes of August and September easily qualify as a perfect test case.

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What the SEC’s Note on Digital Tokens Actually Means for Compliance

Bitcoin has been around since 2009, but the SEC only recently clarified that this kind of digital currency may in fact be a security—which lays it bare to the federal securities law that governs traditional securities. 

The agency’s note is a fairly straightforward compliance heads-up to those investing in initial coin offerings (ICOs), which are used to raise capital, but it comes at a time when the virtual asset sector remains a virtual free-for-all. 

The SEC investor bulletin was issued July 25 in response to concerns about a growing trend to “entice investors” to buy virtual coins with the promise of big returns on what could be risky investments. 

A virtual currency is a digital representation of value that can be digitally traded and functions as a medium of exchange, unit of account, or store of value, according to the SEC—but it “may represent other rights as well.” 

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IPOs and Transactions: September 11 - 15

There were 53 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including First Bancshares Inc. w/ Alston & Bird LLP, Immune Pharmaceuticals Inc. w/ Ellenoff Grossman & Schole LLP, Community Financial Corp.  w/ Hunton & Williams LLP, Community Financial Corp. w/ Kilpatrick Townsend & Stockton LLP, Immune Pharmaceuticals Inc. w/ Sheppard, Mullin, Richter & Hampton LLP, VII Peaks Co-Optivist Income Fund w/ Winston & Strawn LLP, Applied DNA Sciences Inc. w/ Pepper Hamilton LLP, New Ireland Fund Inc. w/ Willkie Farr & Gallagher.

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.

Click here and opt-in to receive this weekly summary via email.

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New Study Reveals the Impact of Size and Negotiating Leverage on M&A Deal Terms

By, Richard E. Climan, Esq. - Partner at Hogan Lovells and Paul Koenig - Attorney, Entrepreneur and Co-founder of SRS Acquiom

View full article from Transaction Advisors, here.
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The State of the Unicorn: What will Happen Over the Next 12 Months?

TV_M&A Pulse_Q2 2017_Q1 supplement.jpgThe popularity of unicorn companies has grown over the last several years. In the US alone there are 107 privately owned firms valued at US$1bn or more – more than the rest of the world combined (103). Most of these companies are technology-driven enterprises with a relentless drive to grow, making them an active contributor to M&A activity. Recently, however, valuation issues have plagued the category and greatly reduced the number of exits. With the future of unicorn valuations in limbo, questions remain about how investor sentiment will continue to shift going forward.

Toppan Vintage, a trusted financial printing and communications company, in partnership with Mergermarket, is pleased to present the newest edition of M&A Pulse newsletter. This newsletter features responses from US-based senior corporate executives who shared their insights on the current and future state of unicorn companies.

Toppan Vintage question: What will happen to the valuations of unicorns in the next 12 months? Leading deal experts weigh in...

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Methods for Dealing with Activist Directors on the Board

By Igor Kirman, Esq.
Partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz

View full article from Transaction Advisors, here.

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IPOs and Transactions: September 4 - 8

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 BCB Bancorp Inc. w/ Covington & Burling LLP, SSB Bancorp Inc. w/ Luse Gorman, PC, BCB Bancorp Inc. w/ Windels Marx Lane & Mittendorf, LLP, Double Eagle Acquisition Corp. w/ Allen & Overy LLP, Startengine Crowdfunding Inc. w/ KHLK, LLP, Double Eagle Acquisition Corp. w/ Winston & Strawn LLP, Aytu Bioscience Inc. w/ Wyrick Robbins Yates & Ponton 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.

Click here and opt-in to receive this weekly summary via email.

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The Social Side of IR

Investor relations professionals have been slow to adopt social media into their arsenal of communications tools, but with an actively tweeting president in the White House, the medium has never been watched more closely by investors.

President Trump’s unprecedented communication style and use of Twitter to praise and criticize individual companies have impacted markets while adding an additional consideration to the communications strategy of any public company. IR teams have historically seen Twitter as a medium that is generally not used by their investors, with little overall value to their communication efforts. However, with the ferocious rise of the tweet at the hands of President Trump, that may well be about to change.

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 effective is the use of social media as an IR tool compared to other IR communication platforms? 3 leading experts weigh in...

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Video: August's Top Law Firms By 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 August's top law firms.

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Join Us: Preparing for your 2018 Annual Meeting

Before you begin preparing for your 2018 annual meeting, be sure to join us for our series of professional breakfast briefs this month in Cleveland, OH, New York NY, and San Jose, CA.

Topics Include: proxy and annual report trends, ways to enhance your shareholder materials while, reducing your print and postage costs, the myth behind notice & access, effective ways to increase voluntary e-consent as well as on-line voting, the redundancies in services and fees from your proxy solicitor, transfer agent and Broadridge, methods to create an efficient timeline 

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IPOs and Transactions: August 28 - September 1

There were 48 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Sol-Gel Technologies Ltd w/ Covington & Burling LLP, Gornitzky & Co., Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., and Latham & Watkins LLP, United Community Banks Inc. w/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. and Troutman Sanders LLP, Protea Biosciences Group Inc. w/ CKR Law LLP, Terracycle Us Inc w/ KHLK LLP, Ambow Education Holding Ltd w/ Loeb & Loeb LLP, Protea Biosciences Group Inc. w/ Sichenzia Ross Ference Kesner LLP, Limbach Holdings Inc. 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.

Click here and opt-in to receive this weekly summary via email.

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The SEC is Closed for the Labor Day Holiday: Monday, September 4


In honor of Labor Day, the SEC is closed on Monday, September 4, 2017. No filings can be received. Filings submitted after 5:30 pm ET, Friday, September 1, 2017 will receive a filing date of Tuesday, September 5, 2017 and will be posted to the public on September 5, 2017.

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Form N-PORT: What Registered Investment Companies Need to Know

Will you be ready when compliance with new forms begins in 2018? On October 13, 2016, the SEC adopted a rule requiring Form N-PORT, a new form to be used by non-money market funds to report series-level data within 30 days of the end of each month. Form N-PORT will contain detailed information on virtually all of a fund’s portfolio holdings, including risk metrics. While Form N-Q will be retired, a “human-readable” portfolio of investments will still be required 60 days after the first and third quarters. While Form N-PORTs will be due monthly, new Form N-CEN is an annual census form (essentially a modernization and expansion of the N-SAR, which will be retired). This form will need to be filed by the 75th day after a fund’s fiscal year end.

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IPOs and Transactions: August 21 - 25

There were 51 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services, including Celcuity LLC w/ Faegre Baker Daniels LLP, Celcuity LLC w/ Fredrikson & Byron, P.A., Red Mountain Ventures Limited Partnership w/ Alliance Legal Partners, Cottonwood Multifamily Development Reit I Inc w/ Goodwin Procter LLP, Social Capital Hedosophia Holdings Corp. w/ Shearman & Sterling LLP, Social Capital Hedosophia Holdings Corp. w/ Skadden, Arps, Slate, Meagher & Flom 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.

Click here and opt-in to receive this weekly summary via email.

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Change Management in Merger Integration

Written by: Dr. Tobias Umbeck & Mr. Adrien Bron

View full article from Transaction Advisors, here.

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IPOs and Transactions: August 14 - 18

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 Southside Bancshares Inc. w/ Alston & Bird, LLP & Fenimore, Kay, Harrison & Ford, LLP, Biostage Inc. w/ Burns & Levinson LLP, Union Bankshares Corp. w/ Hunton & Williams LLP & Troutman Sanders LLP, To The Stars Academy Of Arts & Science 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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New Research Dispels Divestiture Myths

By Mr. Jim Wininger & Mr. Jorge Rujana

View full article from Transaction Advisors, here.

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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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