Most executives are probably underpaid

Every day it seems there is another outcry over excessive executive compensation at public companies.  This year, for the first time, public companies are disclosing ratios of CEO compensation to median employee compensation, and both the media and politicians are quick to highlight pay ratios in excess of 1,000-to-one as evidence of everything that is wrong with executive compensation.

Yet these complaints have a certain air of unreality to them,… More

Unexpected (but welcome) changes to Rule 701

As noted in our earlier post Pre-IPO Companies can have disclosure obligations too, a recent Rule 701 enforcement action by the SEC has served as a reminder of the pitfalls that exist for private companies with increasing valuations and robust equity compensation programs. Happily, some relief is on the way based on a provision included in the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act.… More

HoweyCoins: The SEC’s Newest Attempt at Educating the Public on ICOs

Perhaps in the spirit of the saying “if you can’t beat them, join them,” the Securities and Exchange Commission recently launched an initial coin offering website of its own – HoweyCoins.com.  No, the SEC has not suddenly decided to join the coin offering craze.  But the Office of Investor Education and Advocacy has launched this new mock site to illustrate the dangers of such offerings to retail investors.  The site touts a coin investment opportunity in the travel industry and comes complete with many of the enticements common to the very offerings that the SEC is attempting to police,… More

Watch – Corporate Social Responsibility: Emerging Expectations for Public Companies

Why You and Your Board Need to Adapt to Increased Expectations from Constituencies Old and New

Public companies are facing heightened expectations with respect to the social and environmental impacts of their business operations. Recent developments such as the emergence of the #MeToo movement and increasing public concern regarding issues ranging from climate change to gun control have highlighted the risks that exist in today’s social media-driven environment. When allegations of corporate missteps can instantly capture public attention,… More

Join Today’s Webinar, Corporate Social Responsibility: Emerging Expectations for Public Companies

Join us today at 12:30 p.m. Eastern time for our webinar on emerging expectations for public companies regarding corporate social responsibility.  The program will feature our own Sarah Altschuller, the only US lawyer ranked by Chambers Global for business and human rights.  Sarah is a true expert, and we can all learn from her expertise. More

What’s really so different about Spotify’s going public?

Spotify made a big splash with its novel approach to “going public.” Rather than following the tried-and-true path of an initial public offering – where the issuer sells stock to the public through underwriters – Spotify pursued a “direct listing.” But did it really do anything different?

While it is true that Spotify did not directly sell any stock to the public, it did file a traditional form of registration statement,… More

Increasing Access to Public Markets: Rule 3-13 Relief

In a series of recent public statements (most recently in February 2018), the SEC has encouraged companies to pursue relief under Rule 3-13 of Regulation S-X—the regulation that specifies the form and content of financial statements required by public companies. Pursuant to Rule 3-13, the SEC Staff may permit the omission of financial statements that are otherwise required under Reg S-X or the substitution of such required financial statements with other statements of comparable character.… More

Join Us at NewCo Boston!

We are hosting a session at NewCo Boston entitled “Planning for Exit. Top 5 Pitfalls.” It’s never too soon to plan for your company’s exit. Whether by IPO, sale or otherwise, you need to make sure you are ready when opportunity knocks.

Our discussion will guide you through the stages of exit and help your company avoid the most common mistakes. Preparing now makes for a smooth exit later!… More

SEC Staff Expands Non-GAAP Relief for Business Combinations

This week the SEC staff expanded relief for the disclosure of non-GAAP financial forecasts used in business combinations.

In these transactions, public companies routinely obtain fairness opinions from an investment bank regarding the value of the consideration to be paid to shareholders, and the fairness opinions normally rely on financial projections provided by the company.  These projections are often prepared in a way that varies from GAAP and,… More

Supreme Court Preserves State Courts as a Forum for IPO Securities Class Actions

In a unanimous decision issued Tuesday, March 20, 2018, the United States Supreme Court clarified that certain securities law class action cases may proceed in state courts.  The Court declined to find that Congress intended to make federal courts the exclusive or preferred forum for resolving such claims.

The case – Cyan, Inc. v. Beaver County Employees Retirement Fund – involved the interpretation of the Securities Litigation Uniform Standards Act of 1998 (also referred to as SLUSA) and the changes that law made to the Securities Act of 1933. … More