Industry Insights

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

Improving Board Involvement in M&A

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Private Equity Reactions to Protectionist Measures

Economic conditions have been largely favorable for dealmaking in 2018. U.S. companies received a boost to their earnings thanks to the decline in the corporate tax rate from 35% to 21%. Interest rates remain historically low. And deal financing has been widely available to acquirers.

To find out how deal practitioners are responding to the changes in global trade, Mergermarket on behalf of Toppan Vintage spoke with six experts for their insights.

Toppan Vintage question: Private equity firms are known for acting opportunistically. To your knowledge, how are they reacting to the protectionist measures and the overall climate? Leading industry experts weigh in...

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Cross-border Acquisition Techniques and Considerations

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SEC Regulation of Bitcoin Offerings

Blockchain is "an open, distributed ledger that can record transactions between two (or more) parties efficiently and in a verifiable and permanent way." This distribution helps to safeguard transactions and record keeping. The technology has many different, practical applications. It has been connected with cryptocurrency most frequently, often called bitcoin. The SEC has reviewed several cryptocurrency offerings. So far the SEC has not authorized any. It comes down to a simple question: What is a security and does cryptocurrency qualify?

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IPOs and Transactions: December 31 - January 4

There were 22 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services,  including Black Creek Industrial Reit Iv Inc w/ Greenberg Traurig, LLP, Leaping Group Co. Ltd w/ Hunter Taubman Fischer & Li LLC, Leaping Group Co. Ltd w/ Ortoli Rosenstadt 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.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

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

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Video: December 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 December's top law firms.

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The SEC's Focus on Corporate Governance and Financial Disclosure in 2019

Unlike some former presidents, Mr. Trump has taken a noticeable interest in SEC policy. In August, he asked the Commission to study switching corporate financial reporting to a biannual schedule in place of the current quarterly system. The president's favored means of communication—social media—is also a topic of concern for the SEC, as some CEOs pioneer the use of new channels of communication with investors.

To find out what market observers see as the best ways to address these matters, Mergermarket on behalf of Toppan Vintage spoke with four experts.

Toppan Vintage question: Which areas of corporate governance and financial disclosure do you think deserve the SEC’s attention in the year ahead? Which areas do you expect the Commission to focus on? Leading industry experts weigh in...

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Synergies Take Center Stage in M&A

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IPOs and Transactions: December 24 - 28

There were 42 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services,  including Allied Motion Technologies Inc w/ Bond, Schoeneck & King, PLLC, Bio-Path Holdings Inc w/ Haynes and Boone, LLP, Happynest Reit Inc w/ Herrick, Feinstein LLP, Biohitech Global Inc w/ Kane Kessler, P.C., Ocular Therapeutix Inc w/ Wilmer Cutler Pickering Hale and Dorr LLP, Bio-Path Holdings Inc w/ Winstead PC, Bio-Path Holdings Inc w/ Winstead PC.

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.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

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

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SEC and EDGAR Status During Federal Government Shutdown

The SEC posted an alert and guidance to filers about the impact of the government shutdown. During the shutdown, the EDGAR system will remain operational. Filings can be submitted, processed and disseminated. However, beginning December 27, 2018 the SEC has a limited number of staff available to assist with urgent issues. Many federal employees have been furloughed during the shutdown, including from the SEC. The agency’s plan outlines specific details and essential services. The SEC states their goal is to maintain their threefold mission: protect investors, maintain fair and order markets, and facilitate capital formation.

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SEC closed for New Year's Day - January 1, 2019



Due to New Year's Day, the SEC is closed Tuesday, January 1, 2019. No filings can be received.

Filings submitted after 5:30 pm ET, Monday, December 31, 2018 will receive a filing date of Wednesday, January 2, 2019 and will be posted to the public on January 2, 2019.

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Unique Financial Disclosures in SEC Filings

What percent of disclosures in the primary financial statements of SEC registrants are unique to the company? According to a recent SEC staff analysis, the answer is 9% for U.S. GAAP filers and 16% for IFRS filers.

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Dealing With Leaks & How to Leak a Deal

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IPOs and Transactions: December 17 - 21

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 Cc Real Estate Income Fund-T2 w/ Clifford Chance US LLP, Epsilon Energy Ltd w/ DLA Piper LLP, Twin River Worldwide Holdings Inc w/ Dover Downs Gaming & Entertainment, Inc., Twin River Worldwide Holdings Inc w/ Drinker Biddle & Reath LLP, Athena Spinco Inc w/ Fried, Frank, Harris, Shriver & Jacobson LLP, Fundrise Growth Ereit Iii Llc w/ Goodwin Procter LLP, Fundrise Income Ereit Iii Llc w/ Goodwin Procter LLP, Athena Spinco Inc w/ Jones Day, Twin River Worldwide Holdings Inc w/ Jones Day, Rmg Acquisition Corp w/ Latham & Watkins LLP, Yieldstreet Multi-Asset Fund Inc w/ Schulte Roth & Zabel LLP, Athena Spinco Inc w/ Sullivan & Cromwell LLP, Rmg Acquisition Corp w/ Weil, Gotshal & Manges 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.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

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

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Protectionism and Domestic Deal Activity

Ripple effects from the U.S. government’s recent tariff actions continue to impact the global economy. In turn, these volatile trade policies have forced dealmakers to reassess the risks of an increasingly political cross-border deal environment. But with M&A on pace to break last year’s value total, how will escalating protectionism affect investor sentiment heading into 2019?

To find out how deal practitioners are responding to the changes in global trade, Mergermarket on behalf of Toppan Vintage spoke with six experts for their insights.

Toppan Vintage question: One of the intended effects of the recent wave of U.S. tariffs has been to boost domestic industry. Do you think the U.S. measures could indeed benefit certain domestic players and thereby increase domestic deal activity? Leading industry experts weigh in...

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SEC closed for Executive Order and Christmas - December 24 AND 25, 2018



Due to Executive Order, the SEC is closed Monday, December 24 IN ADDITION TO being closed for Christmas on Tuesday, December 25, 2018. No filings can be received on either day.

Files submitted after 5:30 pm ET, Friday, December 21, 2018 will be posted to the public on December 26, 2018.

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Disclosure Issues and Social Media

Unlike some former presidents, Mr. Trump has taken a noticeable interest in SEC policy. In August, he asked the Commission to study switching corporate financial reporting to a biannual schedule in place of the current quarterly system. The president's favored means of communication—social media—is also a topic of concern for the SEC, as some CEOs pioneer the use of new channels of communication with investors.

To find out what market observers see as the best ways to address these matters, Mergermarket on behalf of Toppan Merrill spoke with four experts.

Toppan Merrill question: Elon Musk recently reached a settlement with the SEC over his Twitter comments about taking Tesla private. Do you expect disclosure issues on social media to become more frequent in the coming months and years? What safeguards should companies put in place to prevent such problems? Leading industry experts weigh in...

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How to Integrate Start-ups Into Large Organizations

Acquiring a start-up is becoming a popular way for large corporations to modernize internal practices, bring in technology and connect with younger customers. Integrating a start-up into a large conglomerate, however, needs to be done with care to deliver results. Corporate history is littered with examples of large corporates acquiring fast-growing start-ups, only to see them struggle post-acquisition because of misunderstandings, unrealistic expectations and cultural incompatibility.

To understand how large companies can effectively integrate fast-growing but culturally different start-ups, Mergermarket on behalf of Toppan Vintage spoke with three experts for their insights.

Toppan Vintage question: What are the most important things start-up owners should know about being acquired by a large company? How can they determine whether it will be a good fit? Leading industry experts weigh in...

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IPOs and Transactions: December 10 - 14

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 Cimarex Energy Co w/ Akin Gump Strauss Hauer & Feld LLP, First Bancshares Inc w/ Alston & Bird, LLP, Cimarex Energy Co w/ Arnold & Porter Kaye Scholer LLP, Enphase Energy Inc w/ Arnold & Porter Kaye Scholer LLP, Enphase Energy Inc w/ Arnold & Porter Kaye Scholer LLP, Ready Capital Corp w/ Clifford Chance US LLP, Eyenovia Inc w/ Duane Morris LLP, Neos Therapeutics Inc w/ Goodwin Procter LLP, Asia Times Holdings Ltd w/ Hunter Taubman Fischer & Li LLC, Weatherford International Inc w/ Latham & Watkins LLP, Asia Times Holdings Ltd w/ Ortoli Rosenstadt LLP, Ready Capital Corp w/ Owens Realty Mortgage, Inc., Sorrento Therapeutics Inc w/ Paul Hastings LLP, Cimarex Energy Co w/ Resolute Energy Corp., First Bancshares Inc w/ Silver, Freedman, Taff & Tiernan LLP, Sorrento Therapeutics Inc w/ Sorrento Therapeutics, Inc., Ready Capital Corp w/ Vinson & Elkins L.L.P., Eyenovia 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.

For information on all of our capital markets, compliance and investor relations solutions, please contact us here or email us.

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

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Pros and Cons of a Biannual Reporting Period

Unlike some former presidents, Mr. Trump has taken a noticeable interest in SEC policy. In August, he asked the Commission to study switching corporate financial reporting to a biannual schedule in place of the current quarterly system. The president's favored means of communication—social media—is also a topic of concern for the SEC, as some CEOs pioneer the use of new channels of communication with investors.

To find out what market observers see as the best ways to address these matters, Mergermarket on behalf of Toppan Vintage spoke with four experts.

Toppan Vintage question: In August, President Trump contributed to the debate regarding the merits of quarterly vs biannual financial reporting. What benefits and drawbacks do you feel would accompany a switch to a biannual reporting period? Leading industry experts weigh in...

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