In apparent recognition of the popularity of “testing the waters” by Emerging Growth Companies (EGCs) before proceeding with an IPO, the Securities and Exchange Commission recently voted to propose an expansion of this accommodation to all companies. Currently, EGCs and any person authorized to act on behalf of an EGC may engage in oral or written communications with potential investors that are qualified institutional buyers or institutional accredited investors to determine whether these investors might have an interest in a contemplated securities offering without violating the SEC’s prohibition on gun-jumping.… More
Tag Archives: SEC
In our 2018 SEC year in preview post, we called attention to an expected increase in SEC cybersecurity enforcement action. The SEC has certainly lived up to the billing throughout 2018, which was the first full year in existence for the SEC’s new Cyber Unit. In particular, the Cyber Unit and the SEC’s Enforcement Division focused on three types of enforcement actions: (1) stopping unregistered and/or fraudulent trading of digital assets,… More
Related-party transactions are often easy to spot: the company is on one side of a contract, and a director or officer, or a company they control, is on the other side. But some transactions are less obvious.
The SEC recently brought a settled proceeding against John D. Schiller, Jr., the former CEO of Energy XXI Ltd., a now-defunct Nasdaq-listed issuer, for failing to disclose millions in personal loans from companies that did business with EXXI or the owners of those companies.… More
On August 17, the SEC adopted amendments to its rules and regulations to simplify public company disclosures by eliminating duplicative, outdated or overlapping requirements. Most of the changes are highly technical, and in many cases SEC rules will still require substantially the same disclosure, although perhaps in a new location. Some of the minor but helpful changes for most companies include:
- in the company’s description of its business,…
On August 7, 2018, the SEC brought a settled cease-and-desist proceeding against Ribbon Communications Inc., the successor to Sonus Networks, Inc., and two of its executives for issuing quarterly guidance that was not reasonably based on the available facts.
In October 2014, Sonus announced that it expected to generate $74 million of revenue in the first quarter of 2015. Sonus reaffirmed this guidance on January 8,… More
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