Monthly Archives: August 2017

Effective September 1, 2017, public companies will be required to include hyperlinks to each exhibit listed in the exhibit index to a registration statement or report. Exhibits filed in eXtensible Business Reporting Language (XBRL) or exhibits filed with Form ABS-EE are excluded from this requirement. This requirement will make all exhibits to a filing, including those incorporated by reference from earlier filings, more easily accessible to investors. Companies should plan for additional review time,… More

On August 17, 2017, the SEC staff issued two new C&DIs (Securities Act Forms 101.04 and 101.05) to clarify the financial information that emerging growth companies (EGCs) and other issuers can omit from confidentially submitted draft registration statements.  An issuer can omit interim financial information if it anticipates that the registration statement will not, at the time of the contemplated offering (or, in the case of non-EGCs,… More

On October 1, 2017, fees for registration statements under the Securities Act will increase to $124.50 per million from $115.90 per million, a 7% increase.  The new fee rate will also apply to proxy statements for mergers and acquisitions and tender offer statements.

Issuers who anticipate a near-term need to file a registration statement, such as a shelf registration statement on Form S-3, should consider whether the filing can be made before the higher fee rate kicks in.… More

On July 25, 2017, the SEC issued an investigative report to advise those who have used or may consider using a virtual organization or capital raising entity that uses distributed ledger or blockchain technology to facilitate capital raising that these activities are subject to U.S. federal securities laws. The SEC also released an investor bulletin to educate and caution potential investors about this new and growing type of capital raising.… More