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On June 28, 2018, the Securities and Exchange Commission approved the adoption of amendments to expand the number of companies that meet the definition of “smaller reporting company” and require the use of Inline XBRL in certain filings. The new “smaller reporting company” definition expands the number of companies that qualify for certain scaled disclosures in their SEC filings – those with a public float of less than $250 million or annual revenues of less…
Morrison & Foerster is pleased to share with our clients and friends the 2017 Proxy Season Field Guide. With an environment of heightened shareholder activism and focus on compensation and corporate governance disclosures, The Proxy Season Field Guide provides you with an overview of recent legislative, regulatory and shareholder developments, and provides information on how these developments will impact you in the 2017 proxy season. View our 2017 Proxy Season Field Guide. If you would…
On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource extraction disclosure rule mandated more than six years ago by the Dodd-Frank Act. Read our client alert here:  https://www.mofo.com/resources/publications/170222-repeal-of-resource-extraction-disclosure-rule.html
During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S. Presidential election. Others point to the continuing trend of successful companies remaining private longer and continuing to benefit from attractive valuations in private financing rounds without facing the burdens associated with becoming Securities and Exchange Commission (“SEC”)-reporting companies. In this year’s survey,…
The SEC recently adopted rules implementing Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Title V and Title VI of the JOBS Act, in relevant part, amended Sections 12(g) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) to adjust the thresholds for registration, termination of registration and suspension of reporting, while…
Even before the JOBS Act had been proposed, policymakers focused on the downturn in the number of initial public offerings (IPOs) speculated that the burdensome disclosure requirements applicable to public companies were deterring private companies from undertaking public offerings. A number of market participants, including even a few then-Commissioners of the Securities and Exchange Commission (the “Commission”), noted that the disclosures contained in IPO prospectuses, as well as those contained in Securities Exchange Act (“Exchange…
Our 2016 survey, Getting the Measure of EGC Corporate Governance Practices, provides an overview of the choices made by EGCs that undertook initial public offerings during 2014 and 2015 insofar as capital structure, exchange listing, governance policies and procedures, board composition, compensation, and various other matters. A number of charts and resources accompany this year’s survey. Read the 2016 review.…
JOBS Act Quick Start provides a comprehensive overview of the provisions of the JOBS Act, including the changes brought about in market practice as a result of the IPO on ramp provisions. This 2016 update, which we invite you to read, describes the recent FAST Act improvements, the final rules relating to Regulation A, and the final rules implementing Regulation Crowdfunding. To download your copy, click here. To request a hard copy, please e-mail tstarer@mofo.com.…
On January 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted interim final rules to implement Sections 71003 and 84001 of the Fixing America’s Surface Transportation Act (the “FAST Act”). The interim final rules implement revisions to Form S-1 and Form F-1 that permit an emerging growth company to omit financial information from a registration statement for certain periods, provided that all of the required information is included in the registration statement prior to…
The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide, which was prepared by Morrison & Foerster’s Corporate Finance Practice, provides you with an overview of recent legislative, regulatory and shareholder developments, and provides guidance on how these developments will impact you in the 2016 proxy season. To download the guide, click here. If you would like…